Table of Contents Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results. Table of Contents Similarly, in-house custom built systems usually require a significant amount of engineering and IT resources to build and maintain and frequently prove to be inadequate as companies seek to expand their offerings and operations. Furthermore, some of our customers may seek bankruptcy protection or other similar relief and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our operating results, financial position, and cash flow. Larger enterprises typically have longer decision-making and deployment cycles, may have greater resources to develop and maintain customized tools and applications, demand more customization, require greater functionality and scalability, expect a broader range of services, demand that vendors take on a larger share of risks, demand higher levels of customer service and support, require acceptance provisions that can lead to a delay in revenue recognition, and expect greater payment flexibility from vendors. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements or devote greater resources than we can to the development, promotion, and sale of their products and services. We cannot be certain that our products and services, content, and brand names do not or will not infringe valid patents, trademarks, copyrights, or other intellectual property rights held by third parties. If we fail to offer high-quality customer support, our business and reputation will suffer.

Privacy concerns and laws, or other domestic or foreign regulations, may reduce the effectiveness of our solution and adversely affect our business. We may need to spend significant resources securing and monitoring our intellectual property rights, and we may or may not be able to detect infringement by third parties. In addition, any significant change to the way we structure our compensation of our sales organization may be disruptive and may affect our revenue growth. This change may require us to pay federal income taxes in future years despite generating a loss for federal income tax purposes in prior years. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for prepaid amounts related to unused subscription services or face contract terminations, which could adversely affect our operating results.

Table of Contents part on our ability to identify, establish, and retain successful strategic partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk.

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Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and operating results. Moreover, we may not pursue or file patent applications or apply for registration of copyrights or trademarks in the United States and foreign jurisdictions in which we operate with respect to our potentially patentable inventions, works of authorship, marks and logos for a variety of reasons, including the cost of procuring such rights and the uncertainty involved in obtaining adequate protection from such applications and registrations.


In addition, because our products and services are designed to interoperate with a variety of other business systems applications, we will need to continuously modify and enhance our products and services to keep pace with changes in application programming interfaces, or APIs, and other software and database technologies.

Table of Contents If our security measures are breached, if unauthorized access to customer data, our data, or our solution is otherwise obtained, or if our solution is perceived as not being secure, customers may reduce the use of or stop using our solution, and we may incur significant liabilities.

Moreover, divergence in strategy by any of these partners may materially adversely affect our ability to develop, market, sell, or support our solution.

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Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights quickly or at all.

Companies in any industry can launch new businesses, shift products to subscription, implement new pay-as-you-go pricing and packaging models, gain new insights into subscriber behavior, and disrupt market segments to gain competitive advantage. Today, consumers and businesses are realizing that they no longer have to always buy products.

Furthermore, modifications to existing platforms or technologies, including any APIs with which we interoperate, will increase our research and development expenses. Our operations in international markets may not develop at a rate that supports our level of investment.

NCR Corporation customer references of Zuora

Table of Contents and partners or retain our existing customers and partners and our business and financial condition may be adversely affected. Table of Contents unused subscription services, or other remedies, or we could face contract terminations. In other cases, customers rely on third-party partners to complete the deployment.

The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus.

Proceeds, before expenses, to Zuora. Further, these agreements may not prevent other parties from independently developing technologies that are substantially equivalent or superior to our solution.

Any claims or litigation, regardless of merit, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products and services, or require that we comply with other unfavorable terms. Table of Contents The Offering. If any of the following risks occur, our business, financial condition, operating results, and future prospects could be materially and adversely affected.


Medical Practice Management Software. We will remain an emerging growth company until the earliest to occur of: The application of federal, state, local, and international tax laws to services provided electronically is evolving. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving markets, such as the risks and uncertainties described herein.

Our mission is to enable all companies to be successful in the Subscription Economy. Successful intellectual property infringement claims against us or our resellers or customers could result in monetary liability or a material disruption in the conduct of our business. We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matters.

Our vision is simple. In addition to our direct sales force, we use strategic partners, such as GSIs, management consulting firms, and resellers, to market and sell our solution. By doing so, these competitors may increase their ability ncd meet the needs of our customers or potential customers. Although we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in our customer agreements, they may not fully or effectively protect us from claims by customers, commercial relationships, or other third parties.

For example, customers may delay making purchases of new products and services to permit them to make a more thorough evaluation of these products and zukra or until industry and marketplace reviews become widely available.

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In addition, integration of our software with new third-party software may require significant work and require substantial investment of our time and resources. Any of these ztudy could adversely impact our business and operating results.

sutdy New income, sales, use, value-added, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time possibly with retroactive effectand could be applied solely or disproportionately to services provided over the Internet or could otherwise materially affect our financial position and results of operations. Because we recognize subscription revenue over the term of the applicable agreement, a lack of subscription wtudy or new subscription agreements may not be reflected immediately in our operating results and may be difficult to discern.