Last Modified: 20 August 2025

1. Introduction and acceptance of agreement

These Terms of Use (hereinafter referred to as the "Agreement") constitute a legally binding contract between you, the end user, whether an individual or a legal entity (hereinafter "You", "Your", or "User"), and Maler Software S.R.L., a limited liability company duly organized and existing under the laws of the Republic of Moldova (hereinafter "Zippy", "We", "Us", or "Our").

This Agreement governs Your download, installation, access to, and use of the Zippy file versioning and backup software, inclusive of any updates, upgrades, and accompanying documentation provided or made available by Zippy (collectively, the "Software").

BY DOWNLOADING, INSTALLING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT IN YOUR JURISDICTION; AND (C) ACCEPT THIS AGREEMENT, WHICH SHALL BE LEGALLY BINDING.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE AND MUST DELETE IT FROM ANY AND ALL OF YOUR DEVICES.

If You are entering into this Agreement on behalf of a company, organization, or other legal entity, You represent and warrant that You possess the requisite authority to bind such entity and its affiliates to the terms and conditions set forth herein. In such an event, the terms "You" or "Your" shall refer to such entity and its affiliates. If You lack such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and are prohibited from using the Software.

This Agreement is supplemented by Our Privacy Policy, Refund Policy, and Third-Party Licenses documentation, all of which are incorporated by reference into this Agreement and collectively govern Your use of the Software. These documents can be accessed at terms.zippy.zip.

2. License grant

Subject to Your strict compliance with all terms and conditions of this Agreement and Your active subscription, Zippy hereby grants You the following licenses:

2.1 Trial version license

Zippy grants You a limited, non-exclusive, personal, non-transferable, non-sublicensable, and revocable license to download, install, and use the Software in its trial configuration (the "Trial Version"). This license is granted solely for Your internal evaluation purposes. The Trial Version permits the creation and management of an unlimited number of projects but restricts the creation of backups to a maximum of ten (10) per project. The Trial Version may display periodic reminders concerning the purchase of a subscription.

2.2 Licensed version (Subscription)

Upon Your payment of the applicable subscription fee through Our designated Payment Processor (as defined in Section 5), and for the duration of Your active subscription plan, Zippy grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license (the "Licensed Version") to download, install, activate, and use the Software in executable code form. This license is granted solely for Your internal personal or business purposes, on the specific number of computers permitted under the subscription plan You purchased. Your subscription includes access to all software updates and new features as they are released for the duration of your plan.

3. License activation, deactivation, and validation

3.1 Activation

To utilize the Licensed Version, You must activate the Software using a valid license key provided by Zippy. Activation requires an active internet connection to communicate with Zippy's license servers. You acknowledge that during activation, the Software transmits information, including Your license key and IP address, to validate Your license and enforce the permitted number of installations. You may only activate the Software on the number of computers explicitly specified in Your purchased subscription plan.

3.2 Deactivation

You may deactivate the Software on one computer to release an activation slot, permitting activation on another computer, provided the total number of concurrent activations does not exceed the limit of Your subscription plan. Deactivation requires an active internet connection. Upon deactivation, the Software will revert to the Trial Version.

3.3 Deactivation upon uninstallation

Upon uninstallation of the Software, an automatic attempt will be made to deactivate the license. This requires an active internet connection at the time of uninstallation. If You uninstall while offline, the activation slot may remain occupied. The primary method to free up an activation slot is to deactivate from within the Zippy application while connected to the internet. In rare cases where you deactivate or uninstall Zippy while offline, the activation slot is not freed up on the server. For these specific situations, you can contact support once per year, and our team will either manually deactivate the lost slot or add an additional activation slot to the license as compensation.

3.4 Periodic License Validation

To prevent piracy and ensure compliance with subscription terms, the Software must periodically validate its status with Our servers. (a) Automatic Check-in: Once every thirty (30) days, the Software performs an automatic, background check-in with Our license server. This requires an internet connection. (b) Offline Grace Period: If the Software cannot connect to the server, it will enter a fourteen (14) day grace period, during which it remains fully functional. You must connect to the internet at least once during this grace period for the license to be re-validated. (c) Reversion to Trial Version: If the license is not validated within the 14-day grace period, the Software will revert to the Trial Version. Your data and backups will remain safe and accessible, but you will be limited to 10 backups per project until the license is re-activated.

4. License restrictions

You hereby agree that You shall not, and shall not permit any third party to, directly or indirectly, engage in any of the following activities:

(a) Copy the Software, except for one (1) backup copy as permitted under Section 8.1 of this Agreement or as strictly necessary for the use expressly permitted by this Agreement. (b) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof. (c) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof, except as may be expressly permitted by applicable law. (d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality thereof, to any third party for any reason. This includes, without limitation, making the Software available on a network where it is capable of being accessed by more than one device at any time, except as explicitly permitted by Your purchased multi-PC license tier. (e) Use the Software on a number of computers simultaneously that exceeds the quantity permitted by Your purchased license tier. (f) Remove, delete, alter, or obscure any trademarks, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof. (g) Use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law in the Republic of Moldova or any other relevant jurisdiction. (h) Use the Software for any illegal purpose, or to create, store, manage, or back up any data or material that is illegal, harmful, fraudulent, infringing, or offensive. (i) Use the Software to create, store, or transmit any malware, viruses, worms, or other harmful or malicious code. (j) Attempt to circumvent, disable, or otherwise interfere with any technological protection measures or licensing mechanisms employed by the Software or Zippy's servers.

5. Payment terms

All subscription purchases for the Licensed Version are processed through Our third-party payment processor, PayPro Global, which acts as the Merchant of Record (the "Payment Processor"). Your purchase is subject to the terms and conditions and privacy policy of the Payment Processor, in addition to this Agreement. We accept credit and debit cards and PayPal. Zippy does not collect, process, or store Your sensitive payment information (e.g., full credit card numbers).

We offer a 14-day money-back guarantee for new subscriptions, applicable only to the first month of the subscription. Refunds will be processed within 5 business days of your request.

6. Updates and support

6.1 Updates

Zippy may, from time to time and in its sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Zippy has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Software. As long as You maintain an active subscription, You are entitled to receive all Updates for the Software that Zippy makes generally available.

6.2 Support

Zippy provides support services as follows: (a) Self-Service Resources: Comprehensive documentation, user manuals, video tutorials, and Frequently Asked Questions (FAQs) are available at zippy.zip. (b) Standard Support: Assistance for specific issues is available by submitting a request through the contact form at zippy.zip/contact. This support covers: (i) License and activation issues: Zippy will endeavor to respond within five (5) business days. (ii) Technical questions regarding Software functionality: Zippy will provide best-effort assistance within five (5) business days. (iii) Feature requests: Such requests will be acknowledged, but their implementation is not guaranteed and is subject to Zippy's sole discretion.

Zippy does not provide telephone support, on-site assistance, or custom development services unless explicitly agreed upon in a separate written contract.

7. Intellectual property rights

7.1 Ownership of software

You acknowledge and agree that the Software is provided to You under a license and is not sold. Zippy and its licensors retain all right, title, and interest in and to the Software, including, without limitation, all copyrights, trademarks, trade secrets, patents, and other intellectual property rights therein or relating thereto. The Software is protected by the copyright laws of the Republic of Moldova and international intellectual property treaties. Under this Agreement, You do not acquire any ownership interest in the Software, but only a limited right to use it in strict accordance with the license granted and subject to all terms, conditions, and restrictions of this Agreement.

7.2 Feedback

If You provide any suggestions, ideas, improvements, recommendations, or other feedback regarding the Software ("Feedback") to Zippy, You hereby grant Zippy a fully paid-up, royalty-free, worldwide, perpetual, irrevocable, transferable, and sublicensable right and license to use, copy, modify, create derivative works based on, distribute, and otherwise exploit such Feedback for any purpose whatsoever, without any obligation, attribution, or compensation to You.

7.3 User data ownership

You retain all ownership rights, title, and interest in and to the files, data, notes, and other content that You create, store, manage, or back up using the Software on Your local computer ("User Content"). This Agreement does not grant Zippy any rights to Your User Content, except for the limited rights required for the Software to perform its functions as directed by You (e.g., creating local backups of Your User Content). The responsibility for the legality, accuracy, and integrity of Your User Content rests solely with You. Zippy does not access, collect, or transmit Your User Content from Your local computer, as further detailed in Our Privacy Policy.

8. Backup management

8.1 Backup copy of software installation files

You are permitted to make one (1) copy of the Software's installation files solely for backup or archival purposes, provided that such copy includes all original proprietary notices.

8.2 Project backups created by the software

The Software is designed to create backups of Your User Content based on Your settings and the limitations of Your license: (a) Trial Version: Allows a maximum of ten (10) backups per project, with no limit on the number of projects. (b) Licensed Version: Allows a maximum of nine thousand nine hundred ninety-nine (9,999) backups per project, with no limit on the number of projects.

8.3 User responsibilities for backup storage and management

You are solely responsible for: (a) Providing and maintaining adequate and secure storage space for all backups of User Content created by the Software. (b) Regularly verifying the integrity and restorability of Your backups. (c) Managing backup retention schedules and the deletion of outdated or unnecessary backups. (d) Adhering strictly to proper restoration procedures as outlined in the Software documentation, including, but not limited to: (i) Ensuring all files within the project are closed in all applications before initiating a restoration process. (ii) Verifying that files intended for restoration are not open or locked by any other software. (iii) Following all instructions and warnings provided within the Software and its accompanying documentation.

8.4 Disclaimer of warranties for backup and restoration operations

ZIPPY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO BACKUP, RESTORATION, AND DATA RECOVERY OPERATIONS PERFORMED BY OR IN CONNECTION WITH THE SOFTWARE. SPECIFICALLY, AND WITHOUT LIMITATION: (a) ZIPPY DOES NOT WARRANT OR GUARANTEE THAT BACKUPS CREATED BY THE SOFTWARE WILL BE COMPLETE, UNCORRUPTED, OR RESTORABLE. (B) ZIPPY DOES NOT WARRANT OR GUARANTEE THE SUCCESSFUL RESTORATION OF FILES, EVEN IF BACKUPS APPEAR TO BE INTACT. (C) ZIPPY DOES NOT WARRANT OR GUARANTEE THE RECOVERY OF DATA FOLLOWING FAILED RESTORATION ATTEMPTS. (D) ZIPPY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DATA LOSS, DATA CORRUPTION, OR BUSINESS INTERRUPTION RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH: (I) FAILED BACKUP OPERATIONS; (II) FAILED RESTORATION OPERATIONS; (III) FAILED RECOVERY ATTEMPTS FOLLOWING UNSUCCESSFUL RESTORATIONS; (IV) INCOMPLETE OR CORRUPTED BACKUPS; (V) USER ERROR DURING BACKUP, RESTORATION, OR RECOVERY PROCESSES; (VI) HARDWARE FAILURES, MALFUNCTIONS, OR INCOMPATIBILITIES OCCURRING DURING BACKUP OR RESTORATION PROCESSES; (VII) POWER OUTAGES, SYSTEM CRASHES, OR OTHER ENVIRONMENTAL FACTORS AFFECTING BACKUP OR RESTORATION PROCESSES. (E) ZIPPY IS NOT LIABLE FOR ANY DAMAGES CAUSED BY IMPROPER BACKUP PROCEDURES, FAILURE TO FOLLOW RESTORATION INSTRUCTIONS, OR COMPLICATIONS ARISING DURING DATA RECOVERY ATTEMPTS. (F) YOU ARE SOLELY RESPONSIBLE FOR: (I) TESTING RESTORATION PROCEDURES IN A NON-CRITICAL ENVIRONMENT BEFORE RELYING ON THEM FOR CRITICAL DATA; (II) VERIFYING THE INTEGRITY AND COMPLETENESS OF RESTORED DATA IMMEDIATELY FOLLOWING ANY RESTORATION OPERATION; (III) MAINTAINING MULTIPLE BACKUP COPIES OF CRITICAL DATA, PREFERABLY USING DIVERSE BACKUP METHODS AND MEDIA, INDEPENDENT OF THE SOFTWARE; (IV) IMPLEMENTING AND MAINTAINING APPROPRIATE BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS INDEPENDENT OF THE SOFTWARE.

THE SOFTWARE IS NOT DESIGNED OR INTENDED TO BE A SOLE, FOOLPROOF BACKUP SOLUTION FOR MISSION-CRITICAL DATA. YOU ACKNOWLEDGE THAT NO BACKUP OR RESTORATION SYSTEM IS 100% RELIABLE, AND YOU AGREE TO IMPLEMENT ADDITIONAL SAFEGUARDS AND REDUNDANCIES FOR THE PROTECTION OF CRITICAL DATA.

8.5 Impact of Reverting to Trial Version

If Your Software reverts from a Licensed Version to the Trial Version (e.g., due to subscription cancellation, non-renewal, failed payment, or failed license validation after the grace period): (a) Existing backups created under the Licensed Version that exceed the Trial Version's limit of ten (10) backups per project will remain accessible for restoration. (b) The creation of new backups will thereafter be subject to the Trial Version's limitation of ten (10) backups per project. (c) No automatic deletion of existing backups will occur.

9. Term and termination

9.1 Term

This Agreement commences upon the earliest of Your downloading, installing, or first using the Software. (a) For the Trial Version, the term of this Agreement shall continue until terminated by either You or Zippy. (b) For the Licensed Version, the term is contingent upon an active, paid subscription. The Agreement remains in effect for the duration of Your subscription period and will automatically renew in accordance with the terms of Your subscription plan. The Agreement will terminate if Your subscription is canceled, expires without renewal, or is terminated due to non-payment.

9.2 Termination by You

You may terminate this Agreement at any time by canceling Your subscription and ceasing all use of the Software, and by uninstalling and deleting all copies from all devices under Your control. Subscription cancellation can be managed via the Control Panel accessible from your PayPro Global purchase confirmation email. To access the Control Panel for the first time, you must click on "reset password" to create a new password for your account. To cancel, click the red "Cancel" button in your Control Panel. This action suspends the subscription, meaning it remains active until the end of the current billing cycle, after which it will not renew. You can reactivate a suspended subscription by clicking the green "Activate" button in the Control Panel, which will resume renewals. It is not possible to pause a subscription. To change plans, you must click the "Cancel" button on your current plan in the Control Panel and then purchase a new plan.

9.3 Termination by Zippy

Zippy reserves the right to terminate this Agreement immediately and without prior notice if You breach any of its terms or conditions. For a Licensed Version, Zippy may also terminate this Agreement without cause, such as in the event of legal requirements or the cessation of the Software product line, in which case Zippy will endeavor to provide reasonable notice where practicable.

9.4 Effect of termination

Upon termination of this Agreement for any reason: (a) All rights and licenses granted to You under this Agreement shall immediately cease and terminate. (b) You must immediately cease all use of the Software and uninstall, delete, and destroy all copies, full or partial, of the Software in Your possession or control.

9.5 Survival

Termination of this Agreement will not limit any of Zippy's rights or remedies available at law or in equity. The provisions of Sections 1, 4, 5, 7, 8.3, 8.4, 9.4, 9.5, 10, 11, 12, 13, and 14 shall survive any termination or expiration of this Agreement.

10. Warranty disclaimer

THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ZIPPY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITATION TO THE FOREGOING, ZIPPY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

ZIPPY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR CORRECTNESS OF THE SOFTWARE; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER. THEREFORE, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZIPPY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION, LOSS OF GOODWILL, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE. THIS LIMITATION APPLIES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ZIPPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ZIPPY'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO ZIPPY FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY AMOUNTS FOR THE SOFTWARE (E.G., IF YOU ARE USING THE TRIAL VERSION), YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SOFTWARE, AND ZIPPY SHALL HAVE NO LIABILITY WHATSOEVER TO YOU.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ZIPPY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless Zippy and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and costs, arising from or relating to: (a) Your use or misuse of the Software; (b) Your breach of any term, condition, representation, or warranty of this Agreement; (c) Any User Content or other data You submit, store, manage, or make available through or in connection with the Software, including any claim that such User Content infringes or misappropriates the intellectual property or other rights of any third party; (d) Your violation of any applicable law or regulation; or (e) Your violation of any rights of a third party.

Zippy reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Zippy, and You agree to cooperate fully with Zippy's defense of these claims. You agree not to settle any such matter without the prior written consent of Zippy.

13. Governing law and dispute resolution

13.1 Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Moldova, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Republic of Moldova. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.2 Amicable resolution

The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement amicably through good faith negotiations. Either party may initiate such negotiations by sending written notice to the other party, outlining the nature of the dispute. The parties shall dedicate a period of at least thirty (30) calendar days following the date of such notice to negotiate a resolution, unless they mutually agree in writing to extend this period.

13.3 Judicial forum

If the parties are unable to resolve the dispute through amicable negotiations within the period specified in Section 13.2, then the parties irrevocably agree that the competent courts of the Republic of Moldova shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Each party irrevocably submits to the exclusive jurisdiction of such courts for these purposes.

14. General provisions

14.1 Entire agreement

This Agreement, together with the Privacy Policy, Refund Policy, and Third-Party Licenses, all of which are incorporated herein by reference, constitutes the entire agreement between You and Zippy with respect to the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software. In the event of any conflict between this Agreement and any terms of the incorporated policies, the terms of this Agreement shall prevail, unless explicitly stated otherwise in the respective policy.

14.2 Assignment

You may not assign or transfer any of Your rights or obligations under this Agreement without the prior express written consent of Zippy. Any attempted assignment or transfer in violation of this section will be null and void. Zippy may assign or transfer this Agreement, in whole or in part, without restriction or notice to You.

14.3 Notices and electronic communications

All notices from You to Zippy required or permitted under this Agreement must be sent in writing through the contact form available at zippy.zip/contact. Notices from Zippy to You may be provided via email to the email address associated with Your license purchase or by posting on Our website. You consent to receive communications from Us electronically. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing. An email notice shall be deemed given on the day it is sent. Invoices can be accessed via a direct "Download invoice" link in the PayPro Global confirmation email and can also be downloaded at any time from the customer Control Panel.

14.4 Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible.

14.5 Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of any term or condition of this Agreement by Zippy on one occasion will not be deemed a waiver of such term or condition on any future occasion. All waivers must be in writing and signed by an authorized representative of Zippy.

14.6 Modifications

Zippy reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If a revision is material, as determined in Our sole discretion, We will endeavor to provide reasonable notice (which may include email notification or a notice posted on Our website) prior to any new terms taking effect. By continuing to access or use Our Software after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You must cease using the Software. You are responsible for periodically reviewing this Agreement for any changes. The "Last Modified" date at the top of this Agreement indicates the date of the latest revision.

14.7 Export compliance

You agree to comply with all applicable export and re-export control laws and regulations, including, but not limited to, those of the Republic of Moldova, the European Union, and any other applicable jurisdictions, in Your use of the Software. You represent and warrant that You are not: (a) located in a country that is subject to an embargo by these authorities, or that has been designated by such authorities as a "terrorist supporting" country; and (b) listed on any prohibited or restricted party list maintained by such authorities.

14.8 Force majeure

Zippy will not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in its performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Our reasonable control. Such circumstances include, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to Our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.

14.9 Language

This Agreement may be made available in multiple languages for convenience. The Romanian language version of this Agreement shall be the controlling and legally binding version. All other language versions are provided as translations for informational purposes only and shall have no legal effect. In the event of any inconsistency or discrepancy between the Romanian version and any translated version, the Romanian version shall prevail.

14.10 Relationship of parties

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between You and Zippy, constitute either party the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party. You and Zippy are independent contractors.

14.11 Headings

The headings and section titles in this Agreement are for convenience only and shall not affect its interpretation or legal effect.

14.12 Third-party services and content

The Software is designed to operate locally on Your computer. However, You may choose to use the Software in conjunction with folders that are synchronized with third-party cloud storage services or other third-party services ("Third-Party Services"). Your use of any Third-Party Services is solely at Your own risk and is subject to the terms and conditions and privacy policies of such third parties. Zippy does not control, endorse, or assume any responsibility or liability for the operation, availability, security, legality, or content of any Third-Party Services, nor for any loss or damage (including data loss or corruption) that may result from Your use of or reliance on such Third-Party Services. Any compatibility of the Software with Third-Party Services does not imply an endorsement or partnership. You are solely responsible for ensuring that Your use of the Software in conjunction with any Third-Party Services complies with all applicable third-party terms.

14.13 Contact information

If You have any questions regarding this Agreement or the Software, please contact Maler Software S.R.L. via the contact form available at zippy.zip/contact. You can purchase a subscription on our https://zippy.zip website.