Software License Agreement

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ZOOVU SOFTWARE LICENSE AGREEMENT

By accepting this Zoovu software license agreement (" Agreement"), either by executing the Order Form that references this Agreement, or by using or accessing the server You agree to the terms of this Agreement.

If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Services.

You may not access the Services if You are Our direct competitor, except with Our prior written consent.

 

1. OBJECT OF THE AGREEMENT

1.1. The object of this Agreement is Your acquisition and use of Our Services as defined in this Agreement. We deliver Our Services solely under the conditions defined in this Agreement which form an integral part of every Your purchase. Any provisions which amend or alter this Agreement shall be valid only if they have been expressly recognized in the Order Form in writing.

 

2. DEFINITIONS

"Digital Assistant Starts" mean the number of End User starts triggered by all Your Digital Assistants based on Our Services within one subscription month.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with one of the parties of this Agreement. "Control", means direct or indirect ownership or control of more than 50% of the voting interests of one of the parties of this Agreement or a comparable economical influence on such company.

"Business day" is specified in Table A.

"Business hours" are specified in Table A.

"Business Users" mean individuals who are authorized to use the Services and who have been supplied user identifications and passwords by You. Business Users may include but are not limited to Your employees, consultants, agents, and contractual partners.

"End Users" mean individuals who use Digital Assistants on Your website, online - or mobile shop and/or an application.

"Malicious Code" means any harmful or malicious code, files, scripts, agents or programs such as viruses, trojan horses or similar programs or measures.

"Non-Zoovu Applications" means online applications and offline software products which are provided by third parties and interoperate with Our Services.

"Order Form” means a document or a web form for placing orders under this Agreement. By submitting the Order Form by You or Your Affiliates, You and respectively Your Affiliates are directly bound by its terms. Such Order Form shall be an integral part of the Agreement.

"Digital Assistant" refers to a web-based interaction dialogue which is created by You or Your Affiliates for a specific product or service domain (e.g. Notebooks, TVs, Dresses, Shoes, Hotels or Software) based on the Zoovu platform (as defined in the User Guide) which can be integrated into Your website, online- or mobile shop and/or an application.

"Purchased Services" means Services which are specified by You or Your Affiliates in the Order Form.

"Services" means the Zoovu platform which enables You and Your Affiliates to create and edit Digital Assistants based on the Zoovu technology. The Services are made available online via the link and described in the User Guide in detail.

"User Guide" means the manual for the use of the Services under this Agreement.

"We," "Us" or "Our" refers to contracting party as specified in the Order Form.

"You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.

"Your Data" means all data or information submitted by You.

 

3. PURCHASED SERVICES

3.1 Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Form. Unless otherwise specified in the applicable Order Form, Services are purchased based on the included number of Digital Assistant Starts and for the term as specified in the Order Form. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. We are thus not obliged to provide any specific future functionality or feature, nor do We commit to provide the Services in the future or to meet any individual requirements You may have or might deem relevant or required.

3.2 Our Responsibilities. The scope of Our responsibilities depends on the particular package specified in the Order Form. Besides the committed availability We shall be entitled to (a) conduct planned outtakes up to 4 hours per calendar month, which We shall schedule to the extent practicable during the night hours as specified in Table A (b) to any unavailability caused by circumstances beyond Our reasonable control. Both planned and unforeseeable outtakes shall not be taken into consideration upon calculation of fulfillment of the agreed SLA.

3.3 Protection of Your Data. We shall maintain appropriate administrative, physical, and technical measures for protection of the safety, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.4 Limitations of Use. Services may be subject to limitations, such as, for example, limits on the number of web domains You are allowed to integrate Digital Assistants into (“Usage Rights”). Any such limitations are specified in the Order Form. You will, at all times, ensure that Your use of the Purchased Services does not exceed the usage terms specified in the Order Form. If We determine that You are exceeding Usage Right of Purchased Services, We will notify You, and You will have 30 days from the date of notice to bring Your usage within the limits of Purchased Services. If You fail to do so within 30 days, We have the right to charge You, and You agree to pay, for the usage exceeding limitations of Purchased Services.

 

4. YOUR OBLIGATIONS

4.1 You are responsible to provide Your Data and information necessary to make use of Our Services as specified in the Order Form. You are responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data as well as for ensuring their provision in a form compliant with the requirements as specified in the User Guide and compliant with any applicable data protection provision as to the transfer of the data to Us.

4.2 You will receive login details and a password to access the back-end tools of Our Services. You are obliged to store the access details securely and not to make the password protected back-end tools of Our Services available to anyone other than Your Business Users. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use.

4.3 You are responsible that You, Your Affiliates and Your Business Users comply with this Agreement and use the Services only in accordance with this Agreement, the User Guide and applicable laws and regulations.

4.4 You shall not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons, or to store or transmit material in violation of third-party privacy rights, (iii) use the Services to store or transmit Malicious Code, (iv) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (v) attempt to gain unauthorized access to the Services or their related systems or networks, or (vi) use our Services for any purposes prohibited by applicable law and for other purposes which are deemed to be in contrast with Our moral principles.

 

5. NON-ZOOVU PROVIDERS

5.1 Acquisition of Non-Zoovu Products and Services. You might at Your sole discretion install or enable Non-Zoovu Applications for use with Our Services. In this case, contracts relating to acquisition or data exchanges regarding Non-Zoovu products or services are entered between You and the applicable Non-Zoovu provider only. We are not party to such agreement and thus do not warrant or support Non-Zoovu products or services, whether or not they are designated by Us as "certified" or otherwise, except if specified in the Order Form. Subject to section 5.3, no purchase of Non-Zoovu products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.

5.2 Non-Zoovu Applications and Your Data. If You install or enable Non-Zoovu Applications for use with Services, You agree that We may allow provider of such Non-Zoovu Applications to access Your Data as required for the interoperation of such Non-Zoovu Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-Zoovu Application providers.

5.3 Integration with Non-Zoovu Services. Our Services may contain features designed to interoperate with Non-Zoovu Applications (e.g. e-commerce-platform, onsite-search, consumer rating or web analytic applications). To use such features, You may be required to obtain access to such Non-Zoovu Applications from their providers. If the provider ceases to make the Non-Zoovu Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service-features without entitling You to any refund, credit, or other compensation.

 

6. COSTS AND PAYMENT FOR PURCHASED SERVICES

6.1 Cost. You shall pay all costs specified in the Order Form. Unless otherwise agreed in the Order Form, Purchased Services cannot be decreased during the purchased term as defined in the Order Form.

6.2 Invoicing and Payment. Unless otherwise agreed on in the Order Form, Zoovu platform charges shall be made upon signature of the Order Form in advance for the term of the Agreement for the Purchased Services or one year (whichever is shorter). Payments shall be done according to the payment method agreed upon in the Order Form. In case a payment per credit card is agreed upon and You provide Your valid credit card information, We are authorized to charge all Services listed in the Order Form for the ongoing term as well as for any extended term or additional Services via credit card. If the Order Form specifies that payment will be done by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise agreed in the Order Form, We will invoice all other Services monthly as of the last day of each month for all Services performed by Us. Unless otherwise stated in the Order Form, payment must be made within 30 days upon issuance of the invoice and without deduction. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Shall there any invoice dispute arise, the parties agree to provide a necessary assistance and cooperation to resolve the dispute within a reasonable time.

6.3 Late Payments. If any undisputed invoiced amount is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies:

a) charge You interest for delay as specified in Table A, and/or

b) accelerate Your unpaid fee obligations under this Agreement so that all invoiced obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 14 days’ prior notice that Your account is overdue before We will suspend Our Services which will result in loss of Your data 30 days after the suspension.

6.4 Taxes. All fees quoted in the Order Form are net prices excluding value-added tax (VAT) and any tax associated with Your purchases. If We have the legal obligation to pay or collect taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.5 Expenses. You will reimburse Us for Our reasonable, out-of-pocket travel and related expenses incurred in performing the Services on presentation of appropriate receipts.

 

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You other than as expressly set forth herein.

7.2 Grant of Rights: If not otherwise agreed in the Order Form, We grant You the non-exclusive and non-transferable right to use the Zoovu platform for the agreed term as stated in the Order Form to the extent necessary for the use of Purchased Services. Any other use or usage of the Zoovu platform, especially its distribution, transfer to third parties or duplication is prohibited, unless Copyright Law of the applicable legal order specified in Table A grants mandatory rights.

7.3 Your Applications and Code. If You, a third party acting on Your behalf, or a Business User creates Digital Assistant processes, applications or program code using the Services We are authorized to host, copy, transmit, display and adapt such applications and program codes if it is necessary to provide Our Services in accordance with this Agreement. We acquire no right, title or interest from You under this Agreement in or to such Digital Assistant processes, applications or program code, including any intellectual property rights therein, unless otherwise specified in the applicable Order Form.

7.4 Rights to Your Data. Subject to the limited rights granted by You hereunder and unless otherwise specified in the applicable Order Form We acquire no right, title or interest under this Agreement in or to Your Data, including any intellectual property rights therein.

7.5 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Your End Users and Business Users, relating to the operation of the Services.

 

8. CONFIDENTIALITY

8.1 Confidential Information. Both parties agree to keep confidential all facts, information and data disclosed in the course of Purchased Services or that are related to this Agreement, any additional terms and conditions and the technical know-how required for its fulfillment ("Confidential Information"). In protecting each other's Confidential Information, both parties shall take the same measures as for their own Confidential Information. This clause shall remain in force after the termination of the contractual relationship.

8.2 Publicly known, notorious and generally accessible information as well as legal duties of disclosure shall not be subject to the duty provided in section 9.1.

 

9. WARRANTIES AND DISCLAIMERS

9.1 Our services are provided "as is". We only warrant that the Services shall perform materially in accordance with this Agreement.

9.2 Disclaimer. Except as expressly provided herein and to the highest extent permitted by applicable law. We make no express or implied warranties of any kind with regard to Our Services, unless otherwise specified in the Order Form.

9.3 Non-GA Services. From time to time We may invite You to try, at no additional charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial at Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time at Our sole discretion and may never make them generally available.

 

10. MUTUAL INDEMNIFICATION

10.1 Indemnification by Us. We shall

a) defend You at Our expense against any claim, demand, suit or proceedings made or brought against You by a third party alleging that the use of the Services permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party, or violates applicable law, and

b) indemnify You for any damages, attorney fees and costs finally awarded against You as a result of a legally binding court decision or a court-approved settlement, provided that (i) You promptly give Us a written notice of the claim against You; (ii) You give Us sole control of the defense and settlement of the claim against You (provided that We may not settle any claim against You, unless the settlement unconditionally releases You of all liability); and (iii) You provide to Us all reasonable assistance for the defense and settlement of the claim against You.

In the event of a claim against You, or if We reasonably believe the Services may infringe or misappropriate the intellectual property rights of a third party, We may at Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate the intellectual property of a third party, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Our Services with immediate effect by written notice and refund to You any prepaid fees covering the remainder of the term of Your Purchased Services after the effective date of termination.

10.2 Indemnification by You. You shall

a) defend Us at Your expense against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and

b) indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of a legally binding court decision or a court-approved settlement, provided that (i) We promptly give You a written notice of the claim against Us; (ii) We give You sole control of the defense and settlement of the claim against Us (provided that You may not settle any claim against Us unless the settlement unconditionally releases Us of all liability); and (iii) We provide to You all reasonable assistance for the defense and settlement of the claim against Us.

 

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. Both parties' liability is limited to damages resulting from intentional acts or gross negligence. In any case, there will be no liability for indirect, consequential damages or loss of profit. Any compensation claim is limited to the lesser of the amounts between the amount specified in Table A or the amount paid and payable by You under this Agreement in the last twelve months prior to the incident which caused the damage. In no event either parties' liability arising out of or related to this Agreement may exceed the total amount paid by You under this Agreement.

11.2 Both parties may file a complaint with the competent court regarding all compensation claims not accepted in writing by the other party within twelve months after obtaining first notice of the damage. Otherwise, the claim shall be prescribed and the party shall be barred from asserting these claims in any legal proceeding.

 

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the effective day of the first Order Form and continues until all Services granted in accordance with this Agreement have expired or been terminated.

12.2 Term of Purchased Services. Purchased Services commence as specified in the applicable Order Form and continue for the term specified therein. Except as otherwise specified in the applicable Order Form, the term of the Agreement for the Purchased Services will be extended for additional periods equal to the shorter of the expiring term or one year, unless either party gives the other in writing notice of non-renewal at least 30 days before the end of the then-current term. Unless We have given You a written notice of a pricing increase at least 60 days before the end of such prior term the pricing during any such extension term shall be the same as during the expiring term. In such a case the pricing increase shall be effective upon extension and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

12.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period (ii) if there is a substantial change of one party’s ownership and/or business management that may jeopardize other party’s interests.

12.4 Refund or Payment upon Termination for Cause. In case You validly terminate this Agreement pursuant to Section 12.3, We shall refund to You any prepaid fees covering our Services after the effective date of termination. In case We terminate this Agreement pursuant to Section 12.3, You shall pay the applicable fees for the rest of the term agreed in the Order Form.

12.5 Return of Your Data. In case of a written request within 30 days after the effective date of termination of the Purchased Services, You will have the opportunity to download a file of Your Data including questions, answers and information texts and excluding offer data, product data, pictures and rules and conditions provided or created by You. After this time We are not obliged to maintain or provide any of Your Data and shall thereafter, unless legally prohibited or otherwise specified in the applicable Order Form, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

12.6 Surviving Provisions. Section 6, 7, 8, 9.2, 10, 11, 12.4, 12.5, 13 and 14 shall remain in force after the termination of this Agreement.

12.7 If the Purchased Services are terminated before the end of the agreed term and for reasons that are not under Our control, You shall not be entitled to any (pro rate) refund of the agreed fee for the rest of the relevant term.

 

13. GOVERNING LAW, PLACE OF PERFORMANCE AND LEGAL VENUE

13.1 Governing Law. The governing laws are dependent on where You are domiciled, as specified in Table A, which shall exclusively apply to all legal claims arising in connection with this Agreement. Conflict of law rules and the UN Convention on Contracts for the International Sale of Goods are expressly excluded.

13.2 Place of Performance and Legal Venue. The place of performance is dependent on where You are domiciled, as specified in Table A. The exclusive legal venue for all claims, from either side, arising in relation to this legal relationship, shall be the court with the regional and material jurisdiction as specified in Table A.

 

14. GENERAL PROVISIONS, MISCELLANEOUS PROVISIONS

14.1 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing. Written correspondences shall include communication by email, post or facsimile.

14.2 Exhibits. All exhibits to this Agreement constitute an integrated part of this Agreement.

14.3 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will not in any way be affected or impaired, and the invalid, illegal, or unenforceable provision will be restated to reflect the original intentions of the parties under this Agreement as nearly as possible in accordance with applicable laws.

14.5 Headings. The headings used in this Agreement are for the convenience of the parties only and shall not have any effect on the interpretation of this Agreement.

14.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, We may assign this Agreement in its entirety (including all Order Forms), without Your consent to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets.

14.7 Independent Contractors. The parties are separate and independent entities acting as independent contractors. Nothing herein shall be construed to create a partnership, joint venture or agency between the parties.

14.8 Insurance. During the term of this Agreement We shall maintain insurance policy of the type and in the amount as typically maintained by businesses providing similar services and which is sufficient to cover Our potential liabilities. Upon Your request We will provide You with a copy of the certificate of insurance or other evidence of insurance coverage.

14.9 Force Majeure. Neither party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including but not limited to acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.

14.10 Entire Agreement. This Agreement and its exhibits, all applicable Order Form and any additional terms and conditions for additional Services including all exhibits thereto, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision to these documents shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions of these documents the Order Form shall prevail.

14.11 This Agreement was last updated on January 10th, 2019. From time to time We may update the contents of the Agreement and its exhibits. Any modifications of the provisions of the Agreement will be sent to You. Upon receipt, they shall become effective unless You object in writing within four weeks after the receipt. In the case of an objection, the original Agreement shall remain unaffected until terminated by either party.

Table A

If You are domiciled in:

A country in Europe, Middle-East, Africa (EMEA), Russia

United States of America or Canada

A country in Asia Pacific Region

2. Business Days

Any day except Saturday, Sunday or a public holiday in England

Any day except Saturday, Sunday or a public holiday in the State of California

Any day except Saturday, Sunday or a public holiday in England

2. Business Hours

Between 9:00 am and 6:00 pm (Central European Time) on Business Days

Between 9:00 am and 6:00 pm (Pacific Time) on Business Days

Between 9:00 am and 6:00 pm (Pacific Time) on Business Days

3.2 Planned Outtakes

Between 2:00 a.m. to 5:00 a.m. Central European Time

Between 1.00 a.m. to 2.00 a.m. Pacific Time

Between 4:00 a.m. to 5:00 a.m. Australian Eastern Time

6.3 Late Payments

In the amount of 12% p.a. above the base rate of the Bank of England and a dunning fee of GBP 10 per internal dunning procedure.

In the amount of 12 percentage points above the US Federal Funds Rate and a dunning fee of USD 15 per internal dunning procedure.

In the amount of 12% p.a. above the base rate of the Bank of England and a dunning fee of GBP 10 per internal dunning procedure.

11.1 Limitation of Liability

GBP 100.000

USD 100.000

GBP 100.000

13.1 Governing Law

The laws of England

The laws of the State of Delaware

The laws of England

13.2 Place of Performance

London, United Kingdom

Sunnyvale, United States

London, United Kingdom

13.2 Exclusive Legal Venue

London, United Kingdom

Sunnyvale, United States

London, United Kingdom

 

EXHIBIT 1 - SERVICE LEVEL AGREEMENT

 

1. Service Availability. The Digital Assistant is available 24 hours a day, each day of the year. We shall provide 99 % uptime service availability level (Uptime Service Level) unless otherwise specified in the applicable Order Form.

2. Service Level Measurement. To ensure continued service availability of the Digital Assistants, performance will be continuously supervised according to the agreed service level as set out in section 1 of this exhibit.

3. Agreed Down-time. Agreed down-time is the period at which the network is not available:

a) During maintenance events or due to agreed emergency maintenance, for maximum four hours per calendar month;

b) Due to problems that occur due to the telecom or internet service of You or Your designated user(s);

c) Due to force majeure; and

d) Due to actions or inactions of You.

 

EXHIBIT 2 – MAINTENANCE AND SUPPORT SERVICES AGREEMENT

1. MAINTENANCE SERVICES. Maintenance services include all diagnosis, error corrections (Error Recovery), software updates and those upgrades limited to improvements of Digital Assistants.

 

2. DEFINITION OF ERRORS. Errors in this connection include, but are not limited to the following:

2.1. Definition of an outage. An outage is considered to occur when a Digital Assistant does not deliver the expected response within a maximum of 10 seconds. The expected response is:

- A page displaying questions after the Digital Assistant is opened;

- The following page is displayed when the “next” button is clicked;

- The previous page is displayed when the “previous” button is clicked;

- The relevant page in the Digital Assistant is shown when clicking on a link in the navigation;

- The results page is shown when “results” is clicked.

2.2. Definition of a data error. A data error occurs when the data provided by You is not fully processed by Us. This is the case if less than the minimum coverage of the products, which are listed in Your data file, are displayed in Your Digital Assistant. The minimum coverage depends on the structure of Your product data agreed on in the relevant Order Form as outlined in section 4.5 of Zoovu Professional Services Terms and Conditions:

- highly structured and homogenous data: 97 %;

- semi-structured data: 75 %;

- unstructured data: 50 %.

To guarantee this You ensure that all relevant product attributes and data are supplied in the required structure and format.

2.3. Definition of a logic error. A logic error occurs when the structured data supplied by You are not processed correctly by Us. This is the case when relevant criteria are not linked to a product, although the product would fulfill them. Furthermore, a logic error occurs when the navigation logic does not correspond with its intended use as agreed between Us and You during the implementation process.

2.4. Definition of a design error. A design error occurs when the layout of the Digital Assistant does not correspond to the agreed standard.

 

3. ERROR RECOVERY TIME. The Error Recovery time commences upon the notification of the error by You.

Outage

4 hours

Data error

8 hours in the Business Hours

Logic error

8 hours in the Business Hours

Design error

8 hours in the Business Hours

3.1. Notification. We shall notify You as soon as possible after We become aware that We will not be able to meet the Error Recovery time specified in the table above.

 

4. CONTACT IN CASE OF ERROR. You shall report errors during the Business hours via:

Telephone

+43 1 890 53 18-0

E-Mail

support@zoovu.com

4.1. Unavailability via phone. In cases of unavailability via telephone, You shall report errors per e-mail.

 

5. MANAGEMENT OF INTERFACES. We are dependent on other internal groups within Your organization (i.e. help desk, database services, etc.), and external vendors in providing application support services to You. You will manage the interface into those vendors as it relates to the provision of services under this Agreement.

 

6. MAINTENANCE EVENTS. Maintenance events refer to the time period when We perform scheduled error corrections or system updates to the network or software.

6.1. Maintenance interruptions. Maintenance of the product that might require interruption of the Digital Assistant shall be performed during hours as specified in Table A.

6.2. Communication of maintenance events. Maintenance events will be communicated to You at least 7 days in advance by Us.

6.3. Emergency maintenance. Emergency maintenance can take place at any time at Our discretion.

6.4. Announcements about maintenance work. Announcements about required maintenance work will be sent to the E-mail address provided by You for this purpose.

6.5. Avoidance of unscheduled downtime. We shall use all reasonable endeavors to avoid unscheduled downtime for maintenance of the Digital Assistants.

6.6. Maintenance work caused by You. Should maintenance or service work be required by Us, which occur due to the fault of You, We can charge You for this work.