Statement of Work Terms of Business

These Statement of Work Terms of Business (the "Terms") govern all professional, advisory, engineering, managed, and implementation services that Z7 Solutions LLC provides to a client under a Statement of Work, quote, order form, or proposal that references these Terms. By signing a Statement of Work, accepting a quote, creating an account, issuing a purchase order against a Z7 quote, or paying a Z7 invoice, the client expressly accepts and agrees to be bound by these Terms, and acceptance forms a binding contract.

These Terms are written to serve sophisticated and regulated clients, including legal, defense, federal, state, and local government, education, healthcare, financial services, and critical infrastructure organizations. Schedules at the end of these Terms apply additional obligations where the engagement, the data, or the client type triggers them.

1.1 "Z7," "we," "us," or "our" means Z7 Solutions LLC, a Florida limited liability company with its principal place of business at 7380 W Sand Lake Rd, Suite 500-110, Orlando, FL 32819.

1.2 "Client," "you," or "your" means the organization identified on the applicable Statement of Work.

1.3 "Statement of Work" or "SOW" means any Z7 quote, order form, proposal, or statement of work that describes Services and references these Terms, together with any schedules or exhibits attached to it.

1.4 "Services" means the work Z7 performs as described in an SOW.

1.5 "Deliverables" means the reports, configurations, documentation, designs, code, or other work product that Z7 delivers to Client under an SOW.

1.6 "Client Data" means data, content, and materials that Client or its users provide to Z7, or that Z7 accesses or processes in performing the Services.

1.7 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

1.8 "Policy Documents" means the Product and Resale Terms, the Service Level Agreement, the Acceptable Use Policy, the Data Processing Addendum, and any Business Associate Agreement, each as referenced in Section 3 and as updated under Section 17.12. The website Privacy Policy is not a Policy Document (Section 3).

1.9 "Effective Date" means the date Client first signs or accepts an SOW that references these Terms.

1.10 "Third-Party Products" means software, hardware, cloud services, or subscriptions provided by parties other than Z7 that are resold, provisioned, integrated, or relied upon in delivering the Services.

1.11 "Government Client" means a Client that is a federal, state, local, tribal, or territorial government entity or other public body, including an agency or political subdivision of a state, a public school district, and a public college or university.

1.12 "Security Incident" means a confirmed unauthorized access to, or acquisition, disclosure, loss, or alteration of, Client Data (a) while the Client Data is stored in, processed by, or transmitted through systems that Z7 or its subcontractors own, host, or control, or (b) that results from the compromise of systems, tools, or credentials that Z7 or its subcontractors own or control, including Z7's remote-management and security tools and administrative credentials that Z7 holds.

1.13 "Client Environment Event" means a security event in Client's own environment, in a Third-Party Product, or in systems that Z7 monitors or manages for Client, that is not a Security Incident. Z7 reports a Client Environment Event that it detects as part of the Services under the applicable SOW and the SLA, and a Client Environment Event is not by itself a breach of these Terms by Z7.

1.14 "Security Recommendation" means a recommendation by Z7 to implement, change, upgrade, replace, or maintain a security control, configuration, product, practice, or remediation, given to Client in writing, including by email, report, assessment, ticket, quote, or SOW.

2.1 These Terms govern the overall relationship. Each SOW describes the specific Services, Deliverables, fees, and timeline for one engagement and is incorporated into and governed by these Terms.

2.2 In the event of a conflict, the documents control in the following order of precedence, from highest to lowest: (a) a separately negotiated master agreement signed by both parties, if one exists; (b) for a Government Client, the government contract, order, and clauses that Schedule A gives precedence, including the order of precedence of a federal contract vehicle; (c) a Business Associate Agreement, for Protected Health Information; (d) the Data Processing Addendum, for the processing of Personal Data; (e) the applicable Schedule to these Terms that the engagement triggers; (f) the body of the SOW; (g) these Terms, except that the Product and Resale Terms control for Products as stated in Section 4.6; and (h) the Service Level Agreement and the Acceptable Use Policy. An SOW may change a provision of a higher-ranked document only by expressly identifying the provision it changes, and the change applies to that SOW only. A term required by applicable law controls to the extent of that legal requirement. Where two documents impose different data-protection obligations on the same data, Z7 will meet the more protective obligation, but doing so does not expand Z7's liability under Section 12.

2.3 A Client purchase order is accepted only to identify the Services or Products ordered, quantities, prices that match the Z7 quote or SOW, and billing references. Pre-printed or standard terms on a Client purchase order, vendor portal, supplier registration, invoicing platform, or click-through that add to or conflict with these Terms are rejected and have no effect, even if Z7 accepts or performs under the purchase order or completes the registration, unless a representative of Z7 with signing authority expressly accepts them in a signed writing that identifies the specific terms. This Section does not apply to a government contract or order that Schedule A gives precedence.

The following are incorporated by reference: the Product and Resale Terms at z7solutions.com/product-and-resale-terms/, which govern Client's purchase of hardware, software licenses, cloud subscriptions, and other Products; the Service Level Agreement at z7solutions.com/sla/; the Acceptable Use Policy at z7solutions.com/aup/; the Data Processing Addendum at z7solutions.com/data-processing-addendum/, which applies when Z7 processes Personal Data on Client's behalf; and a Business Associate Agreement, signed separately when Client is a HIPAA covered entity or business associate. Conflicts among these documents are resolved under Section 2.2. The Privacy Policy at z7solutions.com/privacy-policy/ describes how Z7 handles personal information collected through its website and general business interactions; it is provided for information, is not incorporated into these Terms, and does not govern Client Data. Unless an SOW states otherwise, the version of these Terms and of each incorporated document that applies to an SOW is the version published on the SOW's Effective Date, as later updated under Section 17.12. Z7 keeps each prior version and provides it on request.

4.1 Scope. Z7 will perform the Services described in each SOW in a professional and workmanlike manner consistent with prevailing industry standards. Services not expressly listed in an SOW are out of scope.

4.2 Out-of-Scope Work. Any request outside the defined scope requires: (a) written acknowledgment that the task is out of scope; (b) mutual agreement on approach and estimated effort; and (c) Client approval before execution. Z7 reserves the right to defer or decline out-of-scope work until formally authorized. Approved out-of-scope work is billable at Z7's then-current time-and-materials rates unless the SOW states otherwise.

4.3 Service Hours. Standard hours are 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding US federal holidays. After-hours, weekend, and holiday work is billable at the rates in the SOW or, if unstated, at 1.5 times standard time-and-materials rates.

4.4 Performance Standards and Service Levels. Specific response and resolution targets, where applicable, are set in the SLA. Service credits, where offered, are described in the SLA and are Client's sole and exclusive financial remedy for a failure to meet a service level, except for any chronic-failure termination right stated in the SLA. Service credits do not stack with the warranty remedy in Section 11.2.

4.5 Subcontractors. Z7 may use qualified subcontractors. Z7 remains responsible for subcontractor performance and ensures subcontractors are bound by confidentiality, security, and compliance obligations no less protective than those in these Terms. For engagements involving regulated, controlled, or government data, Z7 will, on Client request, identify subcontractors with access to that data and give Client a reasonable right to object on documented security or compliance grounds, and Z7 will not transfer that data outside the United States or grant access to foreign persons except as permitted in the SOW. Subcontractor personnel handling regulated data are screened as required by the applicable Schedule.

4.6 Third-Party Products. Third-Party Products are governed by their own license and service terms. Z7 passes through manufacturer warranties where permitted and disclaims independent warranties for Third-Party Products beyond that pass-through. The purchase and resale of hardware, software licenses, cloud subscriptions, and other Products are governed by the Product and Resale Terms, which control over these Terms for Products. Z7 is not responsible for the performance, availability, security, support, pricing, program changes, or end of support of a Third-Party Product, or for the acts or omissions of its manufacturer, publisher, or provider, except to the extent an SOW expressly makes Z7 responsible for managing that product and Z7 fails to do so.

4.7 Z7 Tools and Methods. Z7 retains all rights in its proprietary tools, methods, templates, scripts, frameworks, and know-how, including improvements developed during an engagement. Z7 grants Client a non-exclusive, royalty-free license to use Z7 Deliverables solely for Client's internal business purposes, subject to full payment.

4.8 AI and Automated Services. Where the Services include artificial intelligence, machine learning, or automated outputs, Client acknowledges that such outputs are probabilistic and may be incomplete or inaccurate. Client is responsible for human review and validation before relying on any AI output for a material, legal, financial, safety, or regulated decision, and will not use the Services to make a high-risk automated decision about an individual without appropriate human oversight. Z7 disclaims any warranty as to the accuracy or fitness of AI outputs. As between the parties, and subject to Section 4.7 and to third-party terms, Client owns the outputs the Services generate for Client from Client's inputs; outputs may be similar to outputs generated for others, and Z7 does not warrant that an output is unique or free of third-party rights. Client is responsible for its inputs, including having the rights and consents needed to submit them, and for the obligations that applicable law places on the deployer or user of an AI system for Client's use cases, such as notices to individuals and impact assessments. Z7 will not use Client Confidential Information or Client Data to train general-purpose models, except in de-identified form and only as permitted in the SOW; the Data Processing Addendum adds the rules for Personal Data. Underlying third-party AI provider terms and acceptable-use policies pass through to Client, and each party will comply with applicable artificial-intelligence laws.

4.9 Suspension for Policy Violation. In addition to suspension for non-payment under Section 6.3, Z7 may suspend Services or a user's access, in whole or in part, immediately and without prior notice where Z7 reasonably determines that continued operation poses an imminent risk of harm to Z7, the Services, Client, or a third party, or where required by law or to comply with the Acceptable Use Policy. For a violation that does not pose imminent harm, Z7 will give notice and a reasonable opportunity to cure before suspending. Z7 will limit the scope and duration of any suspension to what is reasonably necessary and will restore Services promptly once the cause is resolved. Suspension under this Section does not relieve Client of fee obligations for Services that remain available and is not a termination. Repeated or uncured material violations of the Acceptable Use Policy are a material breach for which Z7 may terminate under Section 7.3.

5.1 General. Client will: (a) provide timely access to systems, personnel, facilities, and information that Z7 reasonably requires; (b) designate a single primary point of contact authorized to approve out-of-scope work and prioritize work; (c) maintain all licenses and subscriptions required to operate Client's systems, except where Z7 procures licensing on Client's behalf under an SOW; (d) promptly notify Z7 of any suspected security incident, unauthorized access, or material change in Client's environment; (e) cooperate with Z7's reasonable security and architecture recommendations; and (f) use the Services only for lawful purposes and in compliance with the Acceptable Use Policy. Z7's liability for any loss arising from Client's failure to implement a reasonable recommendation that Z7 documented in writing is reduced or eliminated to the extent the loss would have been prevented by that recommendation.

5.2 Declined Security Recommendations. Client decides whether to implement each Security Recommendation. If Client declines, defers, or does not implement a Security Recommendation within the time Z7 reasonably specifies, Client accepts the risk that the recommendation was meant to reduce. Z7 may ask Client to confirm a declined Security Recommendation in writing, including by signing a declined-recommendation acknowledgment on the SOW, but Client's acceptance of risk under this Section applies whether or not Client signs one. Z7 is not liable for any loss, Security Incident, Client Environment Event, service-level shortfall, or regulatory consequence to the extent it results from a declined, deferred, or unimplemented Security Recommendation, and those events are excluded from the SLA. If a declined Security Recommendation prevents Z7 from delivering a Service safely, lawfully, or as the SOW describes, Z7 may propose a change order and, if the parties do not agree on one within 30 days, may end the affected Service on written notice without liability to either party for ending it; Client remains responsible for Services performed and for non-cancellable Product commitments.

5.3 Client Environment. Ultimate responsibility for system configuration choices, operational decisions, user conduct, and Client's compliance posture remains with Client. Unless an SOW assigns the responsibility to Z7, Client is responsible for maintaining current backups of Client Data, for keeping its systems on versions that their vendors support, and for the security of devices, networks, accounts, and Third-Party Products that Z7 does not manage under an SOW.

5.4 Authorization for Access and Security Testing. Client authorizes Z7 and its subcontractors to access, monitor, scan, test, and configure the systems, networks, accounts, applications, and IP addresses identified in the SOW or in written rules of engagement, using the methods described there, and represents that it owns those assets or has obtained every consent needed for Z7 to perform that work, including the consent of any hosting, cloud, or other provider whose terms require it. Z7 will stay within the authorized scope and rules of engagement. Client acknowledges that authorized scanning, testing, and remediation can degrade or interrupt service, and Z7 is not liable for that effect when it acts within the authorized scope and rules of engagement and without negligence. Client will promptly tell Z7 if an authorization is withdrawn or an asset leaves Client's control.

6.1 Fees. Fees are set in the applicable SOW. Recurring fees are billed monthly in advance unless the SOW states otherwise. One-time and fixed-scope fees are billed on execution, or on the schedule stated in the SOW.

6.2 Payment Terms. Net 15 from invoice date unless the SOW states otherwise. Payment by ACH, wire, or credit card. Credit card payments may incur a processing surcharge to the extent permitted by law.

6.3 Late Payment. Past-due amounts are subject to a late-payment charge at the lesser of 1.5 percent per month or the maximum rate permitted by applicable law. Z7 may suspend Services on any account 30 or more days past due after 7 days written notice. Suspension does not relieve Client of fee obligations. This Section is modified for government Clients as set out in Schedule A.

6.4 Disputed Charges. Client must dispute a charge in writing within 30 days of the invoice date or the charge is deemed accepted. The parties will work in good faith to resolve disputed amounts; undisputed amounts remain payable when due.

6.5 Annual Adjustment. Recurring fees may be adjusted annually on the SOW anniversary by the greater of 5 percent or the increase in the US Consumer Price Index for All Urban Consumers (US City Average) over the prior 12 months, not to exceed 9 percent in any year, with at least 30 days written notice.

6.6 Pass-Through Costs. Manufacturer or vendor price increases on Third-Party Products are passed through at cost plus Z7's then-current administrative margin, with reasonable notice.

6.7 Taxes. Fees exclude sales, use, value-added, and similar taxes. Client is responsible for all applicable taxes other than taxes on Z7's net income. Tax-exempt Clients will provide a valid exemption certificate.

7.1 Term. The term of each SOW is stated in the SOW. If unstated, the initial term is 12 months for recurring Services, or runs until completion and acceptance for fixed-scope Services.

7.2 Renewal. Recurring SOWs renew for successive 12-month terms unless either party gives written non-renewal notice at least 60 days before the end of the then-current term. Auto-renewal is modified for government Clients as set out in Schedule A.

7.3 Termination for Cause. Either party may terminate an SOW or these Terms for material breach not cured within 30 days of written notice.

7.4 Termination for Convenience. Client may terminate a recurring SOW for convenience with 90 days written notice and payment of an early-termination fee equal to 50 percent of the remaining recurring fees for the then-current term. Government Clients are governed by Schedule A.

7.5 Effect of Termination. On termination: all fees accrued through the effective date become immediately due; Z7 ceases the Services; Z7 returns or destroys Client Data per Section 8; and provisions that by their nature survive remain in effect, including Sections 1, 4.7, 4.8, 5.2, 5.4, 6, 7.6, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17, and the applicable Schedules.

7.6 Off-Boarding and Transition Assistance. On termination or expiration, Z7 will return Client Data under Section 8.2 and hand over the administrative credentials, documentation, and configuration records that Z7 holds for Client-owned systems and accounts, regardless of any payment dispute. Provided Client has paid all undisputed amounts then due, Z7 will also cooperate in moving Third-Party Product subscriptions to Client or a successor provider as the publisher's program permits and provide reasonable knowledge transfer. Additional transition assistance is available at time-and-materials rates. Z7 is not obligated to migrate, re-platform, or rebuild Client systems for a successor provider. Unless the parties agree otherwise in writing, Z7 will remove or disable Z7-owned or Z7-licensed tools, such as remote-management, monitoring, and security agents, on the effective date of termination; Client is responsible for putting replacement tools and coverage in place, and Z7 is not responsible for monitoring, detection, or protection after its Services end or its tools are removed.

8.1 Ownership. Client retains all right, title, and interest in Client Data. Z7 processes Client Data solely to provide the Services and as instructed by Client.

8.2 Return and Destruction. On written request, Z7 will return Client Data in a commercially reasonable format within 30 days and will then destroy remaining copies, except copies required for legal hold or routine backup retention, which Z7 will continue to protect until deleted in the ordinary course. On request, Z7 will provide written certification of destruction. Residual copies retained for legal hold or routine backup are purged in the normal backup rotation, not to exceed 90 days, and remain protected under Section 8 until purged. Where a Schedule or a Business Associate Agreement requires stricter handling, that requirement controls.

8.3 Confidentiality. Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to employees, subcontractors, and advisors with a need to know who are bound by confidentiality obligations. Confidentiality does not apply to information that is publicly known through no fault of the receiving party, rightfully received from a third party without restriction, or independently developed without use of the disclosing party's information. A party compelled to disclose Confidential Information by law or court order will give prompt notice where legally permitted and disclose only what is required. For a Government Client, this Section applies subject to public records and freedom-of-information laws as Schedule A provides.

8.4 Survival. Confidentiality obligations survive for 5 years after termination, and indefinitely for trade secrets and for any classified, controlled, or regulated data identified in a Schedule.

8.5 Privacy. Where Z7 processes personal data on Client's behalf, the Data Processing Addendum governs that processing. Privacy obligations specific to particular data types are addressed in the Schedules. To the extent Client Data includes Personal Data as defined in the Data Processing Addendum, that Addendum governs the processing of that Personal Data and controls over this Section to the extent of any conflict.

9.1 Security Program. Z7 maintains administrative, physical, and technical safeguards designed to protect Client Data, with controls aligned to the practices in NIST SP 800-171 and ISO/IEC 27001 and to the CMMC Level 2 control set. For an engagement that requires them, Z7's NIST SP 800-171 assessment score and CMMC status are those posted in the Supplier Performance Risk System under DFARS 252.204-7019, 252.204-7020, and 252.204-7021, as Schedule B describes. Z7 does not hold or represent a CMMC Level 2 (C3PAO) or Level 3 (DIBCAC) status, an ISO/IEC 27001 certificate, or a SOC 2 report unless Z7 gives Client a current status record, certificate, or report, and any such document evidences only what it states and is not expanded by this Section.

9.2 Incident Notification. Z7 will notify Client of a Security Incident without undue delay after Z7 confirms it, and will use commercially reasonable efforts to give initial notice within 72 hours of confirmation, with the information then reasonably available about the nature of the incident, the data involved, the steps Z7 is taking, and recommended Client actions, supplemented as more information becomes available. The notification period runs from Z7's confirmation of the Security Incident, not from initial detection or suspicion, and a reasonable delay required to investigate and confirm an incident is not a breach of this Section. Where a law that applies to Z7 as a service provider sets a fixed deadline (for example, the 10-day deadline for a third-party agent in section 501.171(6), Florida Statutes), or a Schedule, the Data Processing Addendum, or a Business Associate Agreement sets a different deadline or trigger, Z7 will meet that deadline. Client Environment Events that Z7 detects are reported under the SOW and the SLA. Z7's notice of, or response to, a Security Incident or Client Environment Event is not an acknowledgment of fault or liability. Client controls notifications to affected individuals, regulators, and the public about Client Data, and Z7 will not make them on Client's behalf unless Client instructs it to or the law requires Z7 to.

9.3 Audit. Once per year on reasonable advance notice, Client may, at Client's expense, assess Z7's compliance through a written security questionnaire or by reviewing Z7's then-current third-party audit reports. Additional audit rights for government and regulated engagements are set in the Schedules. Nothing in this Section limits the legally mandated access of a regulator or government auditor, or the audit and access rights required by an applicable Business Associate Agreement, CJIS Security Addendum, or Schedule, which control over this Section for that engagement.

9.4 Framework-Specific Obligations. Where an engagement involves controlled, regulated, or government data, the applicable Schedule governs handling, safeguarding, reporting, and flow-down obligations and controls over the general language of this Section.

9.5 Breach-Related Costs. Except as an SOW expressly provides otherwise, each party bears its own costs of responding to a Security Incident or Client Environment Event, including forensic investigation, legal, public-relations, and breach-notification costs. These response costs are indirect or consequential damages excluded under Section 12.4, and nothing in this Section expands the General Cap or the Super-Cap. Where the parties agree in an SOW that Z7 will fund specified breach-response costs for an engagement, that funding is subject to the Super-Cap in Section 12.2.

9.6 Responsibility for Security Outcomes. The Services reduce security risk; they do not eliminate it, and they are not insurance or a guarantee. Subject to Section 12, Z7 is responsible for loss or damage that Z7, its personnel, or its subcontractors cause through a breach of these Terms or an SOW, negligence, or willful misconduct, including a Security Incident. Z7 is not responsible for loss or damage caused by the criminal or malicious act of a third party (including intrusion, malware, ransomware, fraud, and social engineering), by Client or its users, or by a Third-Party Product, except to the extent Z7's breach of these Terms or an SOW, negligence, or willful misconduct caused it.

10.1 Pre-Existing IP. Each party retains all right, title, and interest in its pre-existing intellectual property.

10.2 Z7 Marks. Z7 and Z7 Solutions and their logos are marks of Z7 Solutions LLC. Each party may reference the other as a customer or vendor only as permitted in Section 17.9.

10.3 Deliverables. Custom Deliverables created exclusively for Client under an SOW become Client's property on full payment, except that Z7 retains all rights in its pre-existing tools, methods, templates, and frameworks, in general know-how, and in any Deliverable component that is part of Z7's general product or service offerings. Z7 grants Client a perpetual, non-exclusive license to use those retained components solely as incorporated in the Deliverables for Client's internal business purposes.

10.4 Government Data Rights. Z7's Services, Deliverables, software, and technical data are commercial products and commercial services developed at private expense. A Government Client receives only the rights in commercial computer software and commercial technical data that these Terms and the SOW grant, consistent with FAR 12.211 and 12.212 and DFARS 227.7102 and 227.7202. Any noncommercial technical data or computer software that Z7 delivers is provided with no greater than limited rights or restricted rights, as applicable, unless the SOW expressly grants more, and Z7 retains all rights not expressly granted.

10.5 Feedback. Suggestions and feedback Client provides about Z7's Services are owned by Z7 without obligation to Client.

11.1 Mutual. Each party warrants that it has authority to enter these Terms and will comply with laws applicable to its performance.

11.2 Service Warranty. Z7 warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is, at Z7's option, re-performance of the deficient Services or refund of the fees paid for the deficient Services, provided Client notifies Z7 in writing within 30 days of the deficient performance.

11.3 Security Disclaimer. Z7 implements controls designed to reduce risk in accordance with industry practices. NO SECURITY CONTROL, CONFIGURATION, ASSESSMENT, MONITORING SERVICE, OR OTHER SERVICE ELIMINATES ALL RISK. Z7 DOES NOT WARRANT THAT ANY SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICES WILL DETECT OR PREVENT ALL UNAUTHORIZED ACCESS, INTRUSION, DATA EXFILTRATION, MALWARE, RANSOMWARE, SOCIAL ENGINEERING, INSIDER MISCONDUCT, OR COMPROMISE. Client remains responsible for end-user conduct, for devices and networks outside Z7's control, and for acting on Security Recommendations under Section 5.2.

11.4 General Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, Z7 DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THIRD-PARTY PRODUCTS CARRY ONLY THE WARRANTIES THAT THEIR MANUFACTURERS AND PUBLISHERS GIVE, WHICH Z7 PASSES THROUGH UNDER THE PRODUCT AND RESALE TERMS.

11.5 Beta and Early-Access. Features or services that Z7 designates as beta, preview, early-access, pilot, or evaluation are provided AS IS, are excluded from the Service Warranty in Section 11.2, the SLA, and any service credits, and may be modified or discontinued at any time.

12.1 General Cap. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 12.3 AND THE SUPER-CAP IN SECTION 12.2, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS AND ANY SOW IS CAPPED AT THE AMOUNTS PAID OR PAYABLE BY CLIENT TO Z7 UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap applies regardless of the theory of liability, whether in contract, tort, negligence, strict liability, statute, or otherwise, and notwithstanding the failure of essential purpose of any limited or exclusive remedy.

12.2 Super-Cap for Security and Data Claims. For claims arising from a Security Incident or a Client Environment Event, or from a breach of Z7's confidentiality or data-security obligations under these Terms or an SOW, including such an incident caused by Z7's negligent performance of the Services, Z7's cumulative liability is capped at the greater of two times the amounts paid or payable by Client under the applicable SOW in the 12 months preceding the event, or any higher fixed amount stated in the SOW. Z7 will maintain the cyber liability insurance required by Section 14 to support this obligation. The availability or amount of insurance proceeds neither reduces nor limits Z7's liability under this Section. This Super-Cap is the sole expansion of the General Cap for such claims.

12.3 Excluded Claims and Indemnity Cap. Sections 12.1 and 12.2 do not limit: (a) Client's payment obligations; (b) a party's gross negligence, willful misconduct, or fraud; or (c) liabilities that cannot be limited under applicable law. A party's indemnification obligations under Section 13, and any claim for infringement or misappropriation of the other party's intellectual property, are capped at the greater of two times the amounts paid or payable by Client to Z7 under the applicable SOW in the 12 months preceding the claim, or any higher fixed amount stated in the SOW.

12.4 Indirect Damages. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS, ANTICIPATED SAVINGS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Amounts that a party pays to a third party under its defense and indemnity obligations in Section 13 are direct damages, subject to the cap in Section 12.3.

12.5 Allocation of Risk. Client acknowledges that the fees reflect this allocation of risk and that Z7 would not enter these Terms without these limits.

12.6 Relationship to Website Terms of Use. These Terms govern paid Services engagements and control over the website Terms of Use at z7solutions.com in any conflict concerning the Services. The website Terms of Use, including any lower liability cap stated there, govern only general use of the website and do not limit Z7's or Client's rights and obligations under these Terms.

12.7 Claims Against Z7 Personnel. Client will bring any claim arising from the Services only against Z7 Solutions LLC and not against Z7's members, managers, employees, or individual contractors, except for their own fraud or willful misconduct. This Section does not limit Z7's responsibility for its personnel under these Terms.

13.1 By Z7. Z7 will defend Client against a third-party claim alleging that the Services, used as authorized, infringe a US patent, copyright, or trademark, and will pay damages finally awarded or amounts Z7 agrees in settlement. Excluded are claims based on Client modifications, combination with non-Z7 products, use after Z7 notice to discontinue, or Client-supplied materials. If the Services become, or in Z7's opinion are likely to become, subject to an infringement claim, Z7 may at its option and expense procure for Client the right to continue using the affected Services, modify or replace them so they are non-infringing, or, if neither is commercially reasonable, refund the prepaid unused fees for the affected Services and terminate them. This Section states Z7's entire liability and Client's exclusive remedy for intellectual-property infringement by the Services. Z7's liability under this Section is subject to the cap in Section 12.3.

13.2 By Client. Client will defend Z7 against a third-party claim arising from Client Data, including an allegation that Z7's authorized processing of Client Data infringes a third party's rights or violates law, from Client's breach of the Acceptable Use Policy or of its authorization representation in Section 5.4, or from Client's negligent or willful acts, and will pay damages finally awarded or amounts Client agrees in settlement. Client indemnification is modified for Government Clients as set out in Schedule A.

13.3 Procedure. The indemnified party will promptly notify the indemnifying party, give it sole control of defense and settlement, and cooperate reasonably at the indemnifying party's expense. A delay in notice relieves the indemnifying party only to the extent the delay prejudices it. The indemnified party may participate with counsel of its choice at its own expense. The indemnifying party will not settle a claim in a way that imposes a non-indemnified obligation on, or admits fault by, the indemnified party without consent. For a federal Government Client, the Department of Justice controls the defense of claims against the United States.

14.1 Z7 maintains, during the term, commercially reasonable insurance coverage appropriate to its business and the Services, including commercial general liability, professional liability (errors and omissions), and cyber liability insurance, together with workers compensation insurance as required by law. The coverage types and limits Z7 carries are determined by Z7, and specific limits for a particular engagement may be stated in the applicable SOW.

14.2 On reasonable written request, Z7 will provide certificates of insurance. Where an SOW requires, and at Client's cost for any premium difference, Z7 will name Client as an additional insured on the Commercial General Liability policy, provide a waiver of subrogation, or raise limits, subject to availability on commercially reasonable terms.

During the term of any SOW and for 12 months after, neither party will, without the other's prior written consent, knowingly solicit for employment or hire an employee or contractor of the other who was materially involved in the Services. This does not restrict general public job postings or hiring a person who responds to one without targeted solicitation. A breaching Client will pay Z7 a placement fee equal to 50 percent of the individual's first-year total compensation. This Section does not apply to a Government Client to the extent its governing law prohibits it.

Neither party is liable for delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, severe weather, fire, flood, war, terrorism, civil unrest, pandemic or epidemic, government action, sanctions, internet, telecommunications, power, or utility failure, widespread failure of a cloud, hosting, or Third-Party Product provider, a cyberattack or other malicious act of a third party that is not caused by the affected party's breach of its security obligations, labor dispute, or supplier failure. A cyberattack does not excuse Z7's performance of Services whose purpose is to detect, respond to, or help recover from that kind of event, except to the extent the event prevents that performance despite Z7's compliance with these Terms and the SOW. The affected party will give prompt notice, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected SOW on written notice without penalty, and Client remains responsible only for Services performed and accepted through the date of termination and for non-cancellable Third-Party Product commitments under the Product and Resale Terms.

17.1 Good-Faith Negotiation. The parties will first attempt to resolve a dispute through good-faith negotiation between senior executives, escalated within 15 business days of written notice of the dispute.

17.2 Mediation and Arbitration. If negotiation fails within 30 days, the parties will submit to non-binding mediation in Orange County, Florida under American Arbitration Association rules. A dispute not resolved by mediation will be finally settled by binding arbitration in Orange County, Florida before a single arbitrator under AAA Commercial Rules, and judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for breach of confidentiality, intellectual property, or non-solicitation without first mediating or arbitrating. Any court action these Terms permit will be brought in the state or federal courts located in Orange County, Florida, and each party consents to their jurisdiction. Dispute resolution for government Clients is governed by Schedule A, and nothing in this Section waives a government Client's sovereign immunity or rights under applicable law.

17.3 Governing Law. These Terms are governed by the laws of the State of Florida without regard to conflict-of-laws principles, except that for a federal government Client these Terms are governed by applicable federal law, and for a state or local government Client the governing law of the Client's jurisdiction applies to the extent its law requires.

17.4 Attorneys' Fees. Except where prohibited for a government Client, the prevailing party in a dispute is entitled to recover reasonable attorneys' fees and costs.

17.5 Independent Contractors. Z7 is an independent contractor. Nothing creates a partnership, joint venture, agency, or employment relationship.

17.6 Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, and except as restricted by an SOW with a government Client.

17.7 Notices. Notices must be in writing and delivered by hand, certified mail with return receipt, recognized overnight courier, or email to the addresses designated on the SOW. If an SOW does not designate one, notices to Z7 go to Z7 Solutions LLC, Attention: Legal Notices, 7380 W Sand Lake Rd, Suite 500-110, Orlando, FL 32819, with a copy by email to contact@z7solutions.com, and notices to Client go to the address and email of Client's primary contact on the SOW. Email notice is effective on the next business day after sending, unless the sender receives a bounce or non-delivery message. A notice of breach or termination sent by email must also be sent by one of the non-email methods.

17.8 Compliance with Laws and Ethics. Each party will comply with applicable laws, including anti-corruption laws such as the US Foreign Corrupt Practices Act, anti-kickback and gratuities rules for government work, and economic-sanctions and export-control laws. Neither party will offer or accept an improper payment or gift in connection with the Services.

17.9 Publicity. Neither party will use the other's name or marks in marketing without prior written consent, except that either party may include the other in a factual customer or vendor list. Z7 will not publicize a government or legal Client engagement without that Client's prior written consent.

17.10 No Waiver; Severability; Headings. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remains in effect and the unenforceable provision is reformed to the minimum extent necessary. Headings are for convenience only.

17.11 Entire Agreement. These Terms, the applicable SOWs, the Schedules, and the Policy Documents are the entire agreement on the subject and supersede prior or contemporaneous agreements. Conflicting pre-printed terms on a Client document are rejected.

17.12 Amendments and Updates. Amendments to these Terms in a specific engagement must be in a signed SOW or signed writing. Z7 may update these Terms and the Policy Documents prospectively by publishing the updated version with a new version number and giving Client reasonable notice by email to Client's notice contact, at least 30 days before the update takes effect unless the update is required by law or addresses a security risk. An update does not change a fee, service level, or other term that an SOW expressly fixes for its term. If an update materially reduces Client's rights, Client may terminate the affected SOW for convenience within 30 days of the update without the early-termination fee. An update binds a Government Client only as Schedule A provides. Z7 keeps each prior version and provides it on request.

17.13 No Third-Party Beneficiaries. These Terms do not create rights in any person who is not a party, except an indemnified party as expressly provided.

17.14 Counterparts and Electronic Signature. An SOW may be executed in counterparts and by electronic signature, each of which has the same effect as an original.

17.15 Survival. Provisions that by their nature should survive termination do so, including Sections 1, 4.7, 4.8, 5.2, 5.4, 6, 7.6, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17, and the applicable Schedules.

This Schedule applies when Client is a Government Client, or a prime or higher-tier contractor passing government requirements to Z7. Where this Schedule conflicts with the body of these Terms, this Schedule controls for that engagement.

A.1 Commercial Item Terms. Services and Deliverables are offered as commercial products and commercial services. To the extent the engagement is subject to the Federal Acquisition Regulation, the parties intend that FAR 52.212-4, and the clauses in FAR 52.212-5 that apply by operation of law to commercial items, are the baseline, and only mandatory flow-down clauses apply to Z7.

A.2 Flow-Down Clauses. Mandatory flow-down clauses required by the Client's prime contract or by law apply only to the extent required and only as adapted so that the rights and obligations run between Client and Z7 rather than between the government and the prime. Client will identify in the SOW the specific clauses that flow down. Clauses not identified and not required by law do not apply.

A.3 Availability of Funds. For government Clients, payment obligations are subject to the availability and appropriation of funds. The government Client may terminate or suspend an SOW for non-appropriation on written notice, and is liable only for Services performed and accepted through the effective date of termination. For a State of Florida agency, the State of Florida's performance and obligation to pay under an SOW are contingent upon an annual appropriation by the Legislature, as section 287.0582, Florida Statutes, provides.

A.4 Termination for Convenience by Government. A government Client may terminate an SOW for convenience as provided by its governing law or its prime contract. On such termination, Z7 is entitled to payment for Services performed and accepted, plus reasonable termination settlement costs to the extent allowed by the governing authority.

A.5 No Auto-Renewal; Term Limits. Auto-renewal, multi-year commitments, and early-termination fees apply to a government Client only to the extent permitted by its governing law and appropriations. Where prohibited, those provisions are deemed deleted for that engagement.

A.6 Indemnification and Liability by Government. Where a government Client is prohibited by law from indemnifying Z7, agreeing to a liability cap that runs against the government, consenting to binding arbitration, agreeing to attorneys' fee shifting, or selecting Florida law or venue, those provisions are deemed modified to the minimum extent required by the Client's governing law, and the engagement otherwise continues in force. Nothing in these Terms waives sovereign immunity, and for a Florida public Client nothing in these Terms waives sovereign immunity or increases the limits of liability in section 768.28, Florida Statutes.

A.7 Disputes. For a federal prime engagement, disputes are handled under the Contract Disputes Act and the disputes clause of the prime contract. For a state or local government Client, disputes follow the Client's governing law and the SOW, and the arbitration provision in Section 17.2 applies only if permitted by that law.

A.8 Reps and Certifications. Z7 represents that, as of the Effective Date, it is not debarred, suspended, or proposed for debarment, and is not on any US government exclusion list. Z7 will notify Client if that changes during the term.

A.9 Prohibited Telecommunications and Supply Chain. Consistent with Section 889 of the FY2019 NDAA and related supply-chain rules, Z7 will not knowingly provide covered telecommunications equipment or services as a substantial or essential component of the Services, and will not knowingly use prohibited covered equipment or services in performing for a government Client. Z7 will provide supply-chain information reasonably requested to support the Client's compliance.

A.10 Labor and Equal Opportunity. Where applicable by law to the engagement, Z7 complies with equal-opportunity, E-Verify, anti-human-trafficking, and service-contract labor requirements that flow down by operation of law.

A.11 Records and Audit. For government engagements, Z7 will retain records related to the Services for the period required by the Client's governing law or prime contract, and will provide access to the Client and to authorized government auditors to the extent required by law for that engagement.

A.12 Accessibility. Where required for the engagement, Deliverables that are electronic information technology will be designed to conform to Section 508 of the Rehabilitation Act and WCAG 2.1 Level AA or its successor, to the extent specified in the SOW.

A.13 Payment and Pricing for Government Clients. Invoice review, charge disputes, payment timing, and interest on late payments for a Government Client follow the law that governs the Client rather than Sections 6.3 and 6.4: for a federal Client, the Prompt Payment Act (31 U.S.C. chapter 39) and the payment clauses of its contract; for a Florida state agency, section 215.422, Florida Statutes; for a Florida local governmental entity, the Local Government Prompt Payment Act (part VII of chapter 218, Florida Statutes); and for any other Government Client, its applicable prompt-payment law and contract. Pricing is firm for any committed fixed-price period, and the annual adjustment in Section 6.5 applies to a Government Client only on renewal and only as permitted by the Client's governing law, contract, and appropriations.

A.14 Orders Under GSA Schedule and Other Federal Contract Vehicles. When a federal Government Client orders Services or Products through Z7's GSA Multiple Award Schedule contract 47QTCA26D000F, through the Navy SeaPort NxG vehicle, or through another federal contract, the terms of that contract and the order govern, the order of precedence in the contract applies (for a GSA order, paragraph (s) of GSAR 552.212-4, the GSA deviation of FAR 52.212-4), and these Terms and the Policy Documents apply only as a commercial supplier agreement to the extent they are consistent with Federal law and the contract. Under paragraphs (u) and (w) of that clause and FAR 52.232-39, terms that are unenforceable against the Government are deemed deleted for that order, including terms that: (a) apply the law of a state or select a forum other than as Federal law provides; (b) require the Government to indemnify Z7 or any other party; (c) renew a term or subscription automatically without the Government's express written consent; (d) let Z7 change terms after award without the Government's written agreement, including through an update under Section 17.12; (e) require binding arbitration that agency guidance does not authorize; (f) impose attorneys' fees, costs, interest, late charges, or penalties that a statute does not authorize, including the late-payment charge in Section 6.3; (g) let Z7 suspend, revoke, or terminate the Government's rights during a dispute, including under Sections 4.9 and 6.3, except as the contract allows; (h) require the Government to keep the agreement or its prices confidential beyond what the Freedom of Information Act permits; and (i) treat a click-through, browse-through, or use as acceptance of terms. Disputes are resolved under the Contract Disputes Act and the contract's Disputes clause, and Z7's remedy for non-payment is a claim under that clause. Assignment of a federal contract or order is subject to the Anti-Assignment Act and FAR subpart 42.12.

A.15 Florida Public Records. When Client is a Florida public agency and Z7 acts on its behalf within the meaning of section 119.0011(2), Florida Statutes, Z7 will comply with section 119.0701, Florida Statutes, and will: (a) keep and maintain the public records the agency requires to perform the Services; (b) on request from the agency's custodian of public records, provide the agency a copy of the requested records or allow them to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the SOW term and after completion if Z7 does not transfer the records to the agency; and (d) on completion of the SOW, transfer to the agency at no cost all public records in Z7's possession or keep and maintain them as chapter 119 requires, and, if Z7 transfers them, destroy any duplicate public records that are exempt, or confidential and exempt, with records stored electronically provided in a format compatible with the agency's information technology systems. The agency's custodian of public records and the contact information that section 119.0701(2)(a), Florida Statutes, requires will be stated in the SOW. Z7 will mark information it considers a trade secret or otherwise exempt when it provides it. The confidentiality provisions of these Terms apply to a public agency only to the extent chapter 119 and other applicable public records laws permit, and the same approach applies under the public records and freedom-of-information laws of other jurisdictions.

A.16 Florida Contractor Requirements. For a Florida public Client, Z7 will comply with the employment-eligibility verification requirements of section 448.095, Florida Statutes, and will provide the affidavits and certifications that Florida law requires of a contractor as a condition of the contract, such as those under sections 287.135 and 287.138, Florida Statutes.

A.17 Updates and Suspension. An update to these Terms or the Policy Documents under Section 17.12 binds a Government Client only if the Client agrees to it in writing; until then, the version in effect on the SOW's Effective Date continues to apply to that Client. Z7 will exercise the suspension rights in Sections 4.9 and 6.3 against a Government Client only as its governing law and contract permit.

This Schedule applies when the engagement involves Federal Contract Information, Controlled Unclassified Information, or covered defense information, or DoD or defense-industrial-base systems.

B.1 Safeguarding. Z7 will provide adequate security for covered defense information consistent with DFARS 252.204-7012 and NIST SP 800-171, in the revision the contract requires, and will safeguard Federal Contract Information as FAR 52.204-21 requires, in each case as specified in the SOW. Client will identify Controlled Unclassified Information, covered defense information, and Federal Contract Information to Z7 in writing, with the markings the contract requires, before providing it to Z7 or giving Z7 access to systems that hold it, and Z7 will handle that information only in the environments the SOW designates for it.

B.2 Cyber Incident Reporting. Where DFARS 252.204-7012 applies, Z7 will report a cyber incident affecting covered defense information or a covered contractor information system to DoD at dibnet.dod.mil within 72 hours of discovery, as that clause requires, and will give Client, as the prime contractor or next higher-tier subcontractor, the DoD-assigned incident report number as soon as practicable. Z7 will submit isolated malicious software to the DoD Cyber Crime Center as the clause directs, preserve images of affected systems and relevant monitoring and packet capture data for at least 90 days after the report, provide DoD the access the clause requires for forensic analysis, and maintain the DoD-approved medium assurance certificate that reporting requires.

B.3 Assessments, SPRS, and CMMC. Where the engagement requires, Z7 will maintain a current NIST SP 800-171 DoD Assessment score in the Supplier Performance Risk System under DFARS 252.204-7019 and 252.204-7020, and will hold, before it processes, stores, or transmits Federal Contract Information or Controlled Unclassified Information under the engagement, the CMMC status that the SOW or the prime contract requires under DFARS 252.204-7021 and 32 CFR part 170, together with the affirmations those rules require. Z7 states its NIST and CMMC posture accurately and does not represent a CMMC status, certificate, or assessment it does not hold.

B.4 Cloud Services. Cloud services used to store, process, or transmit covered information will meet the security requirements specified in the SOW, including FedRAMP Moderate baseline or DoD equivalency where required.

B.5 Flow-Down. Z7 will flow down DFARS 252.204-7012, and DFARS 252.204-7021 where it applies, to subcontractors that handle covered defense information or Federal Contract Information, and will confirm that each such subcontractor holds the CMMC status the engagement requires.

B.6 Scope of Z7's Obligations. Z7's obligations under this Schedule apply to the information Client identifies under Section B.1 and to the systems Z7 owns or operates for the engagement. Client remains responsible for its own systems, for information it does not identify to Z7, and for its own reporting and flow-down obligations as prime contractor.

This Schedule applies the obligations below to the corresponding data type when present in an engagement, as specified in the SOW.

C.1 Protected Health Information (HIPAA). Where the Services involve Protected Health Information, the parties will sign a Business Associate Agreement before Client gives Z7 access to Protected Health Information, and that agreement governs that information and controls over conflicting terms, including on breach-notification timing under 45 CFR 164.410. Client will not provide Protected Health Information to Z7, or give Z7 access to systems that hold it, until the Business Associate Agreement is signed, and will tell Z7 in writing which systems hold it. Where the engagement involves substance use disorder records subject to 42 CFR part 2, Client will identify them and the parties will add the terms that part requires.

C.2 Education Records (FERPA). For an education Client, Client is the educational agency or institution and Z7 acts as a school official with a legitimate educational interest under 34 CFR 99.31(a)(1)(i)(B): Z7 performs an institutional service or function for which Client would otherwise use its employees, is under Client's direct control with respect to the use and maintenance of education records, and is subject to 34 CFR 99.33(a) on the use and redisclosure of personally identifiable information from education records. Z7 will use education records only to provide the Services, will not re-disclose them except as FERPA permits, and will follow Client instructions on access and disclosure. For a Florida K-12 education Client, Z7 will comply with sections 1002.22, 1002.221, and 1002.222, Florida Statutes, as they apply to Z7's handling of student records, and, where Z7 operates an online service subject to section 1006.1494, Florida Statutes, with that section's restrictions on targeted advertising, student profiles, and the sale or disclosure of covered information.

C.3 Criminal Justice Information (CJIS). Where the engagement involves Criminal Justice Information, Z7 will comply with the FBI CJIS Security Policy as specified in the SOW, including personnel screening, access control, and any required CJIS Security Addendum.

C.4 Federal Tax Information (IRS Publication 1075). Where the engagement involves Federal Tax Information, Z7 will comply with IRS Publication 1075 safeguards as specified in the SOW.

C.5 Financial Data (GLBA, PCI DSS, SOX). Where the engagement involves financial customer information, payment card data, or systems subject to financial-reporting controls, Z7 will support the applicable Gramm-Leach-Bliley Act Safeguards, Payment Card Industry Data Security Standard, or internal-control requirements as specified in the SOW.

C.6 Privacy Laws (GDPR, UK GDPR, US State Laws). Where Z7 processes personal data subject to the EU or UK General Data Protection Regulation or US state privacy laws, the Data Processing Addendum applies, Z7 acts as a processor or service provider, and the parties will implement required transfer mechanisms such as the EU Standard Contractual Clauses, the UK International Data Transfer Agreement or Addendum, and the Swiss addendum, as applicable.

This Schedule applies when an engagement involves controlled technical data, controlled software, or restricted destinations or persons.

D.1 ITAR and EAR. Z7 will comply with the International Traffic in Arms Regulations and the Export Administration Regulations applicable to the Services. Client will identify in writing any technical data or item subject to export control before providing it to Z7.

D.2 Foreign Persons and Deemed Exports. Where the engagement requires US-person handling or restricts access by foreign persons, Z7 will staff and control access accordingly, as specified in the SOW.

D.3 Sanctions. Each party will comply with US economic sanctions administered by the Office of Foreign Assets Control and will not use the Services in violation of sanctions or with sanctioned parties or destinations.

Work performed under an SOW is accepted on the earliest of: written confirmation from Client that the task or Deliverable is complete; no material written objection raised within ten business days of delivery or completion; or continued use of the delivered configuration, guidance, or output in a production or operational environment. Acceptance applies to advisory, configuration, policy enforcement, and implementation support delivered under the SOW. For a government Client, the inspection and acceptance terms of FAR 52.212-4(a) or the SOW control. A different acceptance procedure stated in an SOW or required by a Schedule controls for that engagement.

By signing an SOW, accepting a Z7 quote, or paying a Z7 invoice that references these Terms, Client expressly accepts and agrees to these Terms, and acceptance forms a binding contract. A quote is valid for 28 days unless stated otherwise, and Z7 reserves the right to amend prices due to supplier factors before acceptance. The latest version of these Terms is published at https://z7solutions.com/statement-of-work-terms/. The version that applies to an SOW is determined under Section 3, and Z7 provides prior versions on request.

Z7 Solutions LLC · 7380 W Sand Lake Rd, Suite 500-110, Orlando, FL 32819 · (844) 974-8669 · z7solutions.com