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This Master Services Agreement is between the Zoovu Contracting Entity, pursuant to Section 16.1, and the Client (as defined below) and governs Client’s purchase and use of Zoovu Services as detailed in any document referencing this Master Services Agreement (the “MSA”)
“Acceptable Use Policy” means Zoovu’s acceptable use policy available at the following link (as may be updated from time to time): Acceptable Use Policy.
“Affiliate” means any corporation or branch or other entity that, directly or indirectly, controls, is controlled by or is under common control with a party. For purposes of this definition, the term “control” means the ownership, directly or indirectly, of more than 50% of the share capital and of the voting rights of such corporation, branch or entity.
“Agreement” means this Master Services Agreement including any documents incorporated herein by reference to a URL or otherwise, and any applicable Order and/or SOW together with any attachments, exhibits, amendments and addenda thereto.
“AI Features” means large language models (LLMs), generative artificial intelligence or other machine learning or artificial intelligence features of the Service.
“Authorized Syndicator” means a third-party retailer with which Client has an ongoing contractual relationship, and which is authorized by the Client to use the Syndication Services in accordance with the terms of this Agreement.
“Authorized Users” means natural persons being Client’s employees, agents or independent contractors working for the Client, authorized by Client to access and use the Services for and on behalf of the Client.
“Authorized User Privacy Policy” shall have the meaning assigned thereto in Section 8.2. of this Agreement.
“Client” means the entity or the individual entering into an Order with Zoovu and accepting this Agreement.
“Client Content” means all data, proprietary assets, including images, fonts, icons and 3D assets that are provided to Zoovu by, or on behalf of a Client, in order for Zoovu to provide the Services.
“Documentation” means the applicable documentation describing the Subscription Services, their technical specifications, instructions for operation, entitlements, and permitted use, available at docs.zoovu.com or a successor URL designated by Zoovu, as may be updated from time to time.
“End Users” means users of Client’s websites or e-commerce sites where capabilities of Subscription Services purchased by Client are implemented.
“Enriched Content” means any new or additional data and/or content that is created as a result of the provision of the Services in connection with the Client Content, including but not limited to the newly created concepts and the automatically created concepts by the Zoovu ontology.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.
“MSA” means this Master Services Agreement, which sets forth the general terms and conditions governing the parties’ relationship and under which the parties may enter into one or more Orders or SOWs.
“Order” means an ordering document or online order specifying the Services purchased by Client and to be provided by Zoovu hereunder.
“Order Effective Date” means the effective date specified on such Order. If no such date is specified, effective date will be the countersignature date of an Order or, in the absence of a countersignature date, the effective date will be the date of the Order confirmation email sent by Zoovu to Client.
“Services” shall mean any of the services provided by Zoovu for the benefit of the Client, including but not limited to, Subscription Services, Support Services and Syndication Services.
“Statement of Work” or “SOW” means the document that defines the specific Support Services details, the scope of work, deliverables, timelines, milestones, among other project-specific information.
“Statistics” means anonymized, de-identified and aggregated Usage Data and other information generated by any Client’s and/or End User’s use of the Subscription Services.
“Subscription Period” shall have the meaning assigned thereto in Section 3.1 (b) of this MSA.
“Subscription Services” mean those Zoovu services made available by Zoovu as a subscription, including, without limitation, the Zoovu content enrichment process and methodologies. All Subscription Services provided by Zoovu are detailed at the following link: Zoovu Software-as-a-Service (SaaS) Subscription Services along with the entitlements and limitations applicable.
“Support Code” means custom configuration, scripts, or code snippets developed by Zoovu or its subcontractors and delivered to Client as part of the Support Services, that are designed to facilitate or enable Client’s use of the Subscription Services within its individual implementation or experience (for example, custom data ETL, custom connectors, or add-to-cart integrations). Support Code expressly excludes Zoovu Materials.
“Support Services” means enablement and platform support.
“Syndication Services” means the reproduction and use of the Subscription Services by an Authorized Syndicator on its website for the benefit of the Client.
“Third Party Services” shall have the meaning assigned thereto in Section 2.3.
“Usage Data” means any data generated by Client’s use of the Subscription Services including event data (performance, questions and answers flow, navigation, product), traffic source, and information as to login and logout times, browser, and device used. For the avoidance of doubt, Usage Data shall not constitute Enriched Content.
“Zoovu” means the Zoovu entity defined in Section 16.1 (Zoovu Contracting Entity).
“Zoovu Background IP” means Intellectual Property Rights: (a) owned by or licensed to Zoovu as of the Order Effective Date, including, the Zoovu content enrichment process and methodology and all modifications and improvements thereto at any time; (b) developed, acquired or otherwise obtained by Zoovu after the Order Effective Date but independent of, and unrelated to, Zoovu performance of the Services for Client; or (c) embodied in or otherwise relating to Zoovu’s generally available products, services, platform, and underlying technology, including any updates, enhancements, improvements, new features, methodologies, tools, and processes that Zoovu makes generally available to its customers; for clarity, this includes functionality initially developed with or for a particular customer (including Client) that is later incorporated into Zoovu’s standard offerings.
“Zoovu Materials” means the Services, Zoovu Background IP, Statistics, Enriched Content, Documentation, Zoovu ontology tools, documents, libraries, templates, methodologies, know-how, and any modifications or derivatives thereof.
Undefined capitalized terms shall have the meanings set forth in any other documents forming part of the Agreement, including any Order, SOW, or incorporated URL terms.
2.1 Provision of Services. Zoovu will provide the Services to Client in accordance with this Agreement.
2.3 Third Party services. If Client, subject to Section 9.3 of this Agreement, integrates the Subscription Services with any non-Zoovu-provided third party service such as a third party’s service that uses an application programming interface (API) (“Third Party Service”), Client acknowledges that Third Party Service might access or use Enriched Content and Client permits the Third Party Service provider to access Enriched Content as required for the interoperation of that Third Party Service with the Subscription Services. Client is solely responsible for the use of such Third Party Services and any consequences thereof, including, data loss or other losses it may suffer as a result of using any such Third Party Service.
2.4 Free, Trial or Pilot Services. Zoovu may, from time to time, make certain Services available or provided to Client at no charge, including on a trial, pilot, evaluation, beta, or free-of-charge basis (“Free Services”). Free Services may be identified in an Order as having no charge (e.g., “no-cost,” “free service,” “0 $,” or similar designation). Any Free Services are provided solely for Client’s evaluation use, and only until the earlier of: (a) the start of a paid subscription covering the applicable Services; or (b) Zoovu’s discontinuation or withdrawal of the Free Services, which Zoovu may do at any time in its sole discretion. Additional terms that apply to a specific Free Service may be further set forth in the Order.
All Free Services are provided “as is” and “as available” and, to the extent permitted by the applicable law, with no warranties of any kind, whether express, implied, statutory, or otherwise. With respect to Free Services, Zoovu expressly disclaims any and all warranties and representations, including: (i) implied warranties of title, non-infringement, merchantability, performance, or fitness for a particular purpose; (ii) any warranty that the Free Services will be error-free, defect-free, or uninterrupted; (iii) any warranty that the Free Services or results, data, or output generated therefrom will be accurate, complete, or reliable; (iv) any warranty that the Free Services will meet Client’s requirements or be compatible with Client’s systems; and (v) any warranty of continued availability of the Free Services after the pilot or free period ends. Zoovu may suspend, limit, modify, or terminate any Free Service (in whole or in part) at any time, with or without notice, and without liability. To the maximum extent permitted by law, Zoovu disclaims all responsibility and liability arising out of or relating to Client’s use of any Free Service, including loss or deletion of data, customizations, or configurations entered into such Free Services. Client acknowledges that any data or configurations provided during a free or pilot period may be permanently lost or unrecoverable if the Free Service is modified, suspended, or terminated.
Client’s use of any Free Services will be subject to this Section. In the event of any conflict between the terms of this Section and any other provision of the Agreement, the terms of this Section will control with respect to the Free Services. Should Client elect to purchase a paid subscription following a free or pilot period, the limitation of liability and other allocation-of-risk terms in this Agreement will govern such paid use.
2.5 Client acknowledges and agrees that the provision to or use by Client and its Authorized Users of any AI Features as part of the Service shall at all times be governed by and subject to Client’s continued compliance with the Zoovu Generative-AI Terms which are available at zoovu.com/gen-ai-terms and are hereby incorporated by reference.
3.1 Subscription Services. Subscription Services are subject to the following terms, unless otherwise agreed on an Order.
(a) Right to Access. Subject to this MSA, Zoovu grants Client a non-exclusive, non-sublicensable, non-transferable worldwide right to access and use the Subscription Services during the Subscription Period and subject to any use limitation specified in the Order.
(b) Subscription Period. The initial period of each Subscription Service will be specified in the Order. Where an Order specifies a multi-year initial period or list fees by contract year or period, the Initial Subscription Period equals the total multi- year/period term stated in the Order (“Initial Subscription Period”). The Initial Subscription Period will automatically renew for: (i) if Client’s Initial Subscription Period was for a period less than twelve (12) months, another subscription period of a period equal to Client’s prior Subscription Period, or (ii) if Client’s prior Subscription Period was for twelve (12) months or more, twelve (12) months (each the Initial Subscription Period and any additional successive renewal periods a “Subscription Period”), unless either party gives the other written notice of non-renewal not less than thirty (30) days before the end of the then current Subscription Period.
(c) Subscription Units Added Mid-Subscription Period. An Order may be used to add more Subscription Services units to Subscription Services during a Subscription Period. The per unit pricing for those additional subscription units will be as specified on the Order of the underlying subscription (or, in the absence of such specification, at the same per unit pricing as the underlying subscription pricing), prorated for the portion of that Subscription Period remaining at the time the Subscription Service units are added. Any such additional Subscription Service units will renew or terminate on the same date as the underlying Subscription Service. Subscription Services units cannot be decreased during a Subscription Period for that Subscription Service.
(d)Default Type. Each Zoovu service is purchased as a Subscription Service unless otherwise specified in an Order.
3.2 Support Services. Support Services are subject to the following terms, unless otherwise agreed on an Order and/or a SOW:
(a) Support Service Term. The term of a Support Service ends upon completion of those Support Services, unless earlier terminated. Certain Support Services may be subject to additional or specific terms and conditions as set out in an Order. Recurring Support Services will automatically renew together with Subscription Services pursuant to Section 3.1 (b) of this MSA.
(b) Scope of Support Services. Zoovu will provide Support Services to the Client in accordance with an Order and/or a SOW, as applicable, specifying the number of days and the daily/hourly rate per person.
(c) Time and Materials Basis. Support Services are provided on a time and materials basis at Support Services daily/hourly rate. Zoovu will make a commercially reasonable effort to provide the Support Services as set out in the Order and the SOW (“T&M Estimate”). If it appears that the T&M Estimate may be exceeded, Zoovu will notify Client as soon as practicable and the parties will enter into another Order or SOW, as applicable.
(d) Expenses. The fees set out in the Order do not include any expenses. Zoovu may incur only those reasonable travel and out-of-pocket expenses. Zoovu shall obtain Client’s prior written approval for any individual expense exceeding five hundred U.S. dollars (USD 500). Client shall reimburse approved expenses within thirty (30) days of receipt of Zoovu’s invoice.
(e) Client Obligations. The parties acknowledge that the active participation of the Client and its employees is an absolute necessity for the successful provision of the Support Services agreed upon. The Client is responsible for its internal project management and will collaborate with Zoovu as reasonably required by Zoovu without unfounded delay.
3.3 Syndication Services. If permitted in an Order, Client may allow an Authorized Syndicator to use the Syndicated Services on their own website. The Syndication Services shall be a reproduced copy of the Subscription Services available to the Client. Client shall be responsible for the completion of all required steps within the Subscription Services to enable such Syndication Services and agrees to work in good faith to do all things required to facilitate the set-up and ongoing maintenance of the Syndication Services for the Authorized Syndicator and shall procure that the Authorized Syndicator shall do the same. The Authorized Syndicator shall have no rights under this Agreement and Client acknowledges and agrees that it shall remain liable for all acts or omissions of its Authorized Syndicator.
4.1 Future Functionality. Client agrees that its purchases are not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by Zoovu regarding future features or functionality.
4.2 Changes to Subscription Services. For any changes that materially decrease the core functionality in the Zoovu Subscription Services, Zoovu will notify the Client accordingly at least ninety (90) days prior to the change. If the Client does not accept such change, Client shall notify Zoovu in writing within 30 days after receiving Zoovu’s notice. Zoovu shall take commercially reasonable efforts to withdraw the change or otherwise modify its scope in a manner acceptable for Client within 90 days from receiving the Client’s notice. Notwithstanding the foregoing, Zoovu aims to continuously improve, update, and make changes to the Subscription Services. Therefore, Zoovu may add, alter, or remove any non-core functionality from the Subscription Services at any time without prior notice.
5.1 Fees. Client will pay to Zoovu all applicable fees for the Services specified in each Order and/or SOW, as applicable. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancellable and fees paid are not refundable, including in respect of any part of the Services which remains unused; provided, however, that refunds may be provided to Client in the event this Agreement is terminated in accordance with Section 15.3 (b). Client’s payments of fees are neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in the Agreement.
5.2 Invoicing and Payment Terms.
(a) Unless otherwise specified in the Order, an invoice for the relevant fees payable under such Order will be issued and shall be due upon the Order Effective Date. Fees for the Services will be invoiced in advance on an annual basis and will be payable within thirty (30) days from the invoice date. Renewal Subscription Periods and recurring Support Services will be invoiced and payable in the same manner and shall be due by the commencement of the renewal Subscription Period or Support Services annual renewal, as applicable. Fees for each renewal Subscription Period or recurring Support Services will be increased by the greater of 5% per year or consumer price index as published by the relevant government authority in the jurisdiction in which Zoovu is domiciled (in both cases, compounded if the Subscription Period exceeds one year) as of the renewal Subscription Period start date.
(b) Client will pay for the Services in full, without setoff, deduction or counterclaim (except to the extent prohibited by law), within 30 days of delivery of the invoice. For the avoidance of doubt, any delay in invoice delivery by Zoovu shall not be deemed a cancellation or suspension of the auto-renewal of the Services.
5.3 Taxes. All amounts payable by Client under this Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added, sales, and use taxes(“Taxes”) that may arise in connection with Client’s purchases under this Agreement. If Client is required by law to withhold any Taxes from its payments to Zoovu, Client must provide Zoovu with an official tax receipt or other appropriate documentation to support such payments within 4 weeks from the payment to the tax authorities.
5.4 Currency. All monetary amounts in this Agreement are denominated in the currency stated on the Order. Fee payments by Client must be received by Zoovu in the same currency as such fees were billed.
5.5 Overdue Payments. Zoovu may charge Client interest on overdue payments at the rate specified in the Zoovu Contracting Entity Table in Section 16.1. If any amount owed by Client is overdue by 30 days or more, Zoovu may, in its discretion, i) limit functionality, suspend or terminate the provision of the Services, in whole or in part and ii) accelerate Client’s unpaid fee obligations to become immediately due and payable. Upon receipt of full payment, Zoovu will resume the provision of such Services. Zoovu will provide Client with at least five (5) days’ prior written notice, in accordance with Section 17.10 (Notices), before limiting functionality or suspending or terminating the provision of Services due to an overdue account. Client shall reimburse Zoovu for any reasonable collection costs, including attorney’s fees, incurred in recovering overdue amounts.
5.6 Disputes. Disputes regarding invoices must be raised in writing within ten (10) business days of receipt. Failure to do so shall constitute acceptance of the invoice. The parties shall cooperate diligently to resolve the dispute. Zoovu will not exercise any rights in this Section 5.5 with respect to an overdue amount for so long as Client is disputing the overdue amount in good faith.
5.7 Overage Usage of Subscription Services.
(a) Usage of Subscription Services, in particular the number of API Calls, Engagements, Search Queries, Zoe Conversations or SKUs used by Client, will be recorded by Zoovu and any overage usage of Subscription Services shall be calculated solely on the basis of the data collected by Zoovu. Any usage data recorded by Client will not be relevant for any fee calculations under this Agreement. Upon request by Client, Zoovu shall provide the usage data to evidence the overage usage.
(b) Any fees for overage usage of Subscription Services will be billed in arrears at the rate listed on the Order. The additional units will be charged at the per unit pricing for those additional units as specified on the Order for the underlying subscription (or, absent such specification, at the same per unit pricing as the underlying subscription pricing).
6.1 Client Responsibilities.
(a) Account Security. Client is responsible for maintaining the confidentiality of its own passwords and any other credentials used by it and its Authorized Users to access the Subscription Services. Client will use commercially reasonable efforts to prevent unauthorized use of the Subscription Services and will terminate any unauthorized use of which it becomes aware. Client will notify Zoovu promptly if Client becomes aware of any unauthorized access to its accounts.
(b) Authorized User Activities. Client is responsible for use of the Subscription Service and shall ensure that its Authorized Users comply with this Agreement. The Client shall also implement reasonable measures to prevent bot traffic consumption of the Subscription Service. Any Subscription Service used as a result of bots traffic or crawl will be deemed Client usage and will not be refunded or reinstated to the Client. Client, and not Zoovu, is responsible for the acts of its Authorized Users and any activity occurring in its Authorized User accounts (other than activity that Zoovu is directly responsible for which is not performed in accordance with Client’s instructions).
(c) One Individual per Account. Authorized User accounts and passwords may not be shared and may only be used by one individual per account.
(d) Acceptable Use Policy. Client will not violate the Acceptable Use Policy.
(e) Minimum requirements. In order to receive Zoovu Subscription Services (studios in scope of building/working for Authorized Users and end products of studios for the End Users) with optimal performance and all features, Authorized Users shall use a modern computer, desktop, tablet and/or mobile device, as well as the most recent stable version of Google Chrome browser. End Users shall use a modern computer, desktop, tablet and/or mobile device, as well as the most recent stable version of one of Google Chrome, Microsoft Edge, Mozilla Firefox or Apple Safari. Zoovu is not responsible for any delays, failures, interruption in Subscription Service or other loss or damages arising from not complying with the minimum system requirements and/or related to Client’s, Authorized Users or End Users’ Internet connection failures.
(f) Whitelisting of Zoovu domains. Client shall ensure that Zoovu domains, on any website in which Zoovu Subscription Services will be implemented, are considered whitelisted domains in order that all functionalities of Subscription Services may be received. Zoovu is not responsible for any interruption in Subscription Service arising from any improper configuration or security policies set up on the Client’s side.
(g) Zoovu Branding. Neither Client nor an Authorized Syndicator shall remove, alter or otherwise modify the logo trademark or other proprietary notices of Zoovu placed in the Services. However, Client may request removal by sending a written request to [email protected]. Zoovu will review such requests in good faith and may approve removal where commercially reasonable.
6.2 Embargoes. Client represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services. Client will ensure that: (a) its Authorized Users and Syndicated Users do not use the Services in violation of any export restriction or embargo by the United States, the EU or on a national level; and (b) it does not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.
6.3 Suspension of Subscription Services. Zoovu may limit or suspend the Subscription Services from time to time (for illustration purposes to perform scheduled maintenance or to stop a violation of Section 6.1 (d)). Zoovu will give Client reasonable advance notice of such limitation or suspension so that Client can plan around it or address the issue that has prompted Zoovu to take such action. There may be some situations, such as security emergencies, where it is not practicable for Zoovu to give such advance notice. Zoovu will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.
6.4 Client Content. The Client shall be fully responsible for accuracy, quality and legality of the Client Content, as well as its integrity, structure and accessibility during the entire term of this Agreement. The Client represents and warrants that:
(a) no Client Content will violate or infringe (i) any intellectual property, publicity, privacy or other rights, (ii) any laws, (iii) any privacy policies or (iv) any other agreements with any third parties or rights of any other person.
(b) Client has and will have sufficient rights in the Client Content to grant the rights to Zoovu under this Agreement.
(c) Client (i) is in compliance with all privacy laws related to the protection, collection, use, disclosure, privacy and security of personal data and (ii) will ensure that the Client Content does not and will not contain any personal data and will be anonymized such that such information can never be linked to the person who applied such data or was the subject of such data. Client shall be obliged to maintain the Client’s Content structure during the entire Agreement. Zoovu’s liability for any losses, costs or damages caused directly or indirectly by any changes in Client Content structure or format are hereby excluded.
7.1 Parties agree that the Data Processing Agreement (as may be updated from time to time in accordance with its terms) (“DPA”) is hereby incorporated by reference into and forms an integral part of this Agreement. Each party agrees to comply with the DPA in connection with any processing of personal data performed under this Agreement.
7.2 For the purposes of the Data Protection Laws, as defined in the DPA, Zoovu will be i) the processor of any personal data processed on behalf of Client pursuant to this Agreement and ii) the controller of Client’s contact details data and Usage Data to the extent it constitutes Personal Data. Client ensures that its Authorized Users have read and acknowledged the applicability of the Authorized User Privacy Policy (“Authorized User Privacy Policy”). Client also acknowledges that Zoovu may revise the Authorized User Privacy Policy from time to time. When Zoovu makes a change to the Authorized User Privacy Policy that, in Zoovu’s sole discretion, is material, Zoovu will notify you in accordance with the notice provisions at Section 17.10.
7.3 If consent is necessary for the installation or use of cookies or similar technologies and / or for the subsequent collection of information from End Users through these means, the Client will obtain the consent of each End User, as required by Data Protection Laws. The Client will ensure that all properties where the Subscription Service is implemented contain appropriate, clear, concise, and easily accessible notifications, as applicable, that provide transparency to End Users about the use of cookies, the personal data being collected and processed, the purposes of such processing, and any other disclosures required by law. If required by law, the Client will implement technical measures that enable End Users to withdraw consent from the use of cookies or similar technologies at any time. The Client will convey the obligations set out in this Section 8.3 to any Authorized Syndicator. Upon written request, Zoovu will collaborate with the Client to provide information about the cookies or similar technologies that Zoovu uses to provide the Subscription Services.
7.4 Usage Data will be retained by Zoovu for the term of twelve (12) months after termination of this Agreement.
7.5 Zoovu has, taking into account the state of the art, cost of implementation, the nature, scope, context and purposes of the Subscription Services, and the level of risk, implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to Client Data. Additional information regarding Zoovu’s security measures can be found in Section 5 of the DPA.
8.1 Client IP. The Client retains ownership of all Intellectual Property Rights in the Client Content. This Agreement does not grant Zoovu any licenses or rights to the Client Content except for the following:
(a) Client grants Zoovu and its Affiliates a worldwide, royalty-free, non-exclusive, limited license to use, reproduce, host, copy, transmit, modify, display, convert, optimize and distribute Client Content and/or entrust a third party to perform the above only for the limited purposes of providing the Services to Client, improving the services, and to create the Enriched Content.
(b) If Client provides Zoovu with feedback about the Services, Zoovu may use that feedback and incorporate it into its products and services without any obligation to Client.
8.2 Zoovu IP. Zoovu retains ownership of the Zoovu Materials. No licenses or rights are granted to Client by Zoovu other than as expressly provided for in this Agreement.
8.3 Zoovu grants to the Client a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Period to use the Enriched Content solely for the purposes permitted in the Order and in accordance with this Agreement.
8.4 Subject to Zoovu’s receipt of full payment of all fees (and any reimbursable expenses) due for the Support Services, Zoovu grants Client a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use, for its internal business purposes and for the specific purpose for which they were commissioned, the custom code written or developed by Zoovu and delivered by Zoovu to Client in connection with the Support Services that was developed to facilitate or enable Client’s use of the Subscription Services ("Support Code"). Zoovu shall retain ownership rights to the Support Code.
(a) The Client shall be prohibited from doing the following: (i) reverse engineer, decompile, disassemble, translate or otherwise attempt to derive the source code of the Subscription Services, Zoovu Background IP or the Enriched Content (ii) copy, replicate, sell, redistribute, implement into separate works, assign for his own or any third party’s purposes or otherwise transfer or make available, in whole or in part, the Services (other than pursuant to an approved written agreement with an Authorized Syndicator) or the Enriched Content to any third party (iii) use the Services or the Enriched Content for any other purposes than permitted in this Agreement.
8.5 Publicity. Client hereby grants to Zoovu and its Affiliates a non-exclusive, non-transferable, royalty-free, and worldwide license to use Client’s trade name and logo (“Licensed Marks”) and identify them as a client in promotional materials (including on the Zoovu website), marketing activities, and in regulatory disclosures. Zoovu may use the Licensed Marks included in the material Client shares with Zoovu or those publicly available on Client’s website; provided that Client can at all times supplement or amend its Licensed Marks instructions, or request Zoovu to stop using its Licensed Marks, by sending an email to [email protected], and Zoovu will process Client’s request promptly.
9.1 Design Intent. Zoovu warrants that the Subscription Services are designed to enable Client’s accessibility compliance requirements pursuant to the Americans with Disabilities Act (ADA) and the European Accessibility Act (Directive (EU) 2019/882) (“Accessibility Laws”). For clarity, this warranty does not imply that the Subscription Services are compliant with the Accessibility Laws, but rather that the Subscription Services are designed to enable configuration in a manner that supports such compliance. Subject to Section 10.2 below, Client is solely responsible for (i) determining which Accessibility Laws apply to its digital properties, and (ii) achieving and maintaining compliance with such Accessibility Laws. Zoovu makes no warranty that the Subscription Services comply with any Accessibility Law.
9.2 Assistance. If Client requires implementation, remediation, or validation work to meet Accessibility Laws requirements, Zoovu will scope and quote such work as Support Services, under a separate SOW.
9.3 No Legal Advice. Any statements (public or private), documentation, guidance, or recommendations provided by Zoovu in relation to accessibility are for general informational purposes only and do not constitute legal advice.
10.1 Definition. “Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances. Client’s Confidential Information includes Client Content. Zoovu Confidential Information includes the terms of this Agreement and any security information about the Services. Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.
10.2 Confidentiality. For the term of this Agreement and the two (2) years following its termination, the Recipient will: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts; (b) use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfil the Recipient’s obligations under this Agreement; and (c) not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to Affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section. The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.
10.3 Destruction of Confidential Information. Upon the termination or expiration of this Agreement, each party will destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices.
11.1 Warranties.
(a) Each party represents and warrants that: (i) it has full power and authority to enter into this Agreement; and (ii) it will comply with all laws and regulations applicable to its provision or use of the Services.
(b) Zoovu warrants that:
(i) Subscription Services will perform in all material respects substantially as described in the Documentation then-currently made available to Client, provided that minor deviations or temporary inconsistencies not materially affecting functionality shall not constitute a breach of this warranty. Client acknowledges that the Documentation may be updated periodically to reflect enhancements or changes to the Subscription Services.
(ii) Support Services will be performed with reasonable care and skill and
(iii) When used in accordance with this Agreement, the Subscription Services will not infringe the Intellectual Property Rights of any third party. Client’s sole and exclusive remedy and Zoovu’s sole and exclusive liability to Client for a breach of this warranty shall be as set out in Section 13.3 below.
For any breach of the above warranties (i) and (ii) above, Client's exclusive remedy and Zoovu’s entire liability shall be either (a) for Zoovu to correct the errors that caused such breach of warranty or (b) if Zoovu has been provided with written notice and cannot correct such breach in a commercially reasonable timeframe, Client may terminate the affected Service and receive a refund for any prepaid and unused amounts for the terminated portion of the Subscription Period or Zoovu will provide a refund to the Client of the prorated amount of fees for the unperformed and non-conforming Support Services, as applicable.
11.2 Disclaimers. EXCEPT AS EXPLICITLY AGREED IN THIS AGREEMENT, ZOOVU MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ZOOVU DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.1 By Zoovu. Zoovu will indemnify, defend, and hold harmless (collectively defined as “indemnity”, “indemnification”, or some variation thereof) Client from and against all liabilities, damages, expenses, and costs (including settlement costs and reasonable attorneys’ fees) (collectively “Loss”) arising out of a third party claim that the Zoovu technology used to provide the Services to Client infringes any Intellectual Property Rights of such third party (an “IPR Claim”). However, in no event will Zoovu have any obligation or liability under this Section arising from: (a) use of any Services in a modified form, or in a manner contrary to the Documentation or this Agreement, or in combination with software, technologies, products, or devices not provided by Zoovu; (b) arising out of Client’s or End User’s breach of this Agreement or any third party services used by the Client or End User; or (c) any open source components included in the Services (d) any content or data provided by Client, Authorized Users, Authorized Syndicators or third parties.
12.2 By Client. Client will indemnify, hold harmless and (if required by Zoovu in writing) defend (collectively defined as “indemnity”, “indemnification”, or some variation thereof) Zoovu and its Affiliates from and against all Loss arising out of a third party claim regarding or in connection with: (a) breach of Client’s obligations respecting Client Content as set forth in Section 6.4 of this Agreement; (b) Client’s use of the Services or Enriched Content in violation of the Zoovu Acceptable Use Policy; (c) Authorized Syndicator’s use of the Syndication Services in violation of the Zoovu Acceptable Use Policy; and (d) the acts and omissions of an Authorized Syndicator.
12.3 Potential Infringement. If Zoovu believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights or if a claim against Client is brought or is likely, in Zoovu’s sole opinion, to be brought, then Zoovu may: (a) obtain the right for Client, at Zoovu’s expense, to continue using the Subscription Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe a third party’s Intellectual Property Rights. If Zoovu does not believe that the foregoing options are commercially reasonable, then Zoovu may suspend or terminate Client’s use of the impacted Subscription Services and provide a pro rata refund of any fees prepaid by Client applicable to the period following the termination or suspension of such Services. Sections 13.1 and 13.3 state Zoovu’s entire liability and Client’s (and its Affiliates, if any) exclusive remedy in respect of any actual or alleged IPR Claim.
12.4 Indemnity Procedures. A party seeking indemnification under this Agreement will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act (except for the obligation to stop using the infringing Services pursuant to Section 13.3) which may materially adversely impact the indemnified party or to pay any money will require that indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense.
13.1 Exclusion of Certain Liability. EXCEPT FOR SPECIAL CLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF USE, DATA, GOODWILL, REPUTATIONAL DAMAGE, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13.2 Limitation of Liability. EXCEPT FOR SPECIAL CLAIMS AND EACH PARTY INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ZOOVU’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO ZOOVU UNDER THIS AGREEMENT DURING THE (TWELVE) 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
13.3 Special Claims. For Special Claims, Zoovu’s aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid to Zoovu for the Services giving rise to the Special Claim during the twelve (12) months prior to the first event out of which the Special Claim arose, and (b) USD 1,000,000. “Special Claims” means any unauthorized disclosure of Client Data caused by a breach by Zoovu of its obligations in Section 8.5.
13.4 THE EXCLUSION AND THE LIMIT OF LIABILITY SET OUT ABOVE WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, OR (B) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
14.1 Term of Agreement. The term of this Agreement starts on the Order Effective Date and terminates when all Subscription Services and Support Services ordered under it are terminated or completed. For the term of Subscription Services and recurring Support Services ordered on an Order, see Section 3.1 (b) and 3.2 (a).
14.2 Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors.
14.3 Consequences of Termination of this Agreement.
(a) Upon termination of this Agreement, subject to parts (b) and (c), Client will (i) remain liable to pay: (1) the full subscription fee for the then current Subscription Period, and (2) any fees for Support Services payable to Zoovu for the period prior to, or any invoices outstanding on the effective date of termination of the Agreement and (ii) no longer have access to the Services after the termination effective date.
(b) If an Order is terminated by Client due to Zoovu material breach, Zoovu will provide Client with a pro rata refund of any fees prepaid by Client applicable to the period following the effective date of termination of that Order; and
(c) If an Order is terminated by Zoovu due to Client’s material breach, Zoovu will invoice, and Client will pay, any accrued but unbilled fees and any unpaid fees covering the remainder of the term of that Order had it not been terminated. For the avoidance of doubt Client’s material breach of this Agreement shall include but not limited to the failure of the Client to comply with the Section 6 of this MSA.
(d) After termination of this Agreement, Zoovu will have no obligation to maintain any Client Content and will thereafter delete or destroy all Client Content or any copies thereof, unless legally required to retain to such Client Content.
(e) In the event Services are terminated or in the event of any breach of this Agreement by the Client, the Client shall immediately cease using the Enriched Content and at its own expense permanently delete all Enriched Content and any copies thereof from all its systems and other electronic devices. At the written request of Zoovu, Client shall certify in writing that such destruction took place.
(f) Upon termination of the Subscription Services the Support Code may no longer be usable without access to the Subscription Services, and Zoovu has no obligation to modify, maintain, or support the Support Code following such termination.
14.4 Survival. The following Sections will survive termination of this Agreement: 1, 2.4, 2.5, 5, 8.4, 9 and 11 to 17.
15.1 Contracting Entity Table. In the table below, “Zoovu Contracting Entity” refers to the Zoovu contracting entity referred in the Order and determines which table row applies to Client:
If the overdue-payment rate exceeds the maximum late payment interest under the applicable law, the maximum late payment interest permitted under the applicable law shall be due.
(a) Conflicts, Governing Law and Jurisdiction. The Parties agree that this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG) or by the Uniform Computer Information Transactions Act (UCITA), as enacted in any jurisdiction. This Agreement is governed by the applicable laws of the country as specified in the Zoovu Contracting Entity Table. The parties agree to first attempt to resolve any disputes arising out of or in connection with this Agreement through good faith negotiation. If the dispute is not resolved through negotiation within thirty (30) days, the dispute will be submitted to non-binding mediation. The costs of mediation, including the mediator's fees, shall be shared equally by the parties. The parties will endeavor in good faith to agree on the location, the identity of the mediator, and the rules and procedures of the mediation. Should no such agreement as to mediation be reached following a period of fifteen (15) days, the dispute may be brought before the competent court of the corresponding city in which the Zoovu Contracting Entity is domiciled, as specified in the Contracting Entity Table above, and the parties consent to the exclusive jurisdiction of such courts without giving effect to any of its conflicts of law principles.
Notwithstanding the foregoing, unless otherwise agreed in the Order, the laws and jurisdiction of the country in which the Zoovu Contracting Entity is domiciled shall apply.
16.1 Amendments. This Agreement may only be amended if authorized representatives of each party agree and sign in writing.
16.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, either party may assign this Agreement without notice, to an Affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of such party’s assets or of the Zoovu business line to which the subject matter of this Agreement relates. Notwithstanding the foregoing, (a) if the Affiliate of a party, or the new ultimate parent of a party following a transaction that results in a change of control, is a direct competitor of the other party, or (b) if the other party reasonably determines that the Affiliate of a party or the new ultimate parent of a party following a transaction that results in a change of control will not have sufficient capital, assets, resources and expertise to perform its obligations hereunder (or cause the party to perform its obligations hereunder), then a written consent shall be required. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
16.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument.
16.4 Force Majeure. Neither the Client or Zoovu will be liable for a delay or default in the performance of its respective obligations under this Agreement, if such delay or default is caused by an event which could not have been foreseen or which, being foreseeable, is inevitable, including, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, war or terrorism, governmental action, acts of god, natural disasters, epidemic, or labor disputes or other causes not caused by or beyond the control of such party (“Force Majeure Event”). The affected party shall promptly notify the other party of the occurrence of an Force Majeure Event and the estimated extent and duration of its inability to perform its obligations. During the existence of the Force Majeure Event the parties shall cooperate, make their best efforts and adopt all reasonable measures to remove or mitigate its effects and comply with the obligations assumed under the Agreement.
16.5 Anti-Bribery Acknowledgment. Client represents that it has not received, been offered, or provided any bribe, kickback, improper payment, gift, or thing of value from or to any Zoovu personnel or agent in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Client shall promptly notify [email protected] if it becomes aware of any violation of this provision.
16.6 Independent Contractors. The relationship between Zoovu and the Client is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.
16.7 Subcontracting. Zoovu may engage its Affiliates and/or third-party subcontractors to perform any of its obligations or tasks under the Agreement. Zoovu shall remain responsible for the performance of all such subcontracted obligations.
16.8 Interpretation. The use of the terms “includes”, “including”, “such as” and similar terms, will be deemed not to limit what else might be included. Any reference to “days” means calendar days (including weekends and holidays), unless specifically stated otherwise. Words in the singular include the plural and vice versa as the context requires.
16.9 No Waiver. A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.
16.10 Notices. Any notice given under this Agreement must be in writing by email to the following addresses (or addresses notified in writing by either party): to Zoovu: [email protected] and to Client: at the Client’s email address stated on the Order. Termination notices and/or notices of non-renewal transmitted by any other means or to any other email addresses than [email protected] shall not be deemed duly served and shall not be effective.
16.11 Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) the applicable Order, (2) the MSA (3) the SOW. Any special conditions, including any exceptions or deviations to the MSA, that are identified as “Special Conditions” (or with a similar designation) in an Order apply only to that specific Order, unless the Order expressly states that such special conditions will also apply to other Orders or to the MSA generally. In case of conflict between any special condition and the terms of this Agreement, the special condition shall prevail solely for the applicable Order.
16.12 Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.
16.13 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Client’s Affiliates, Authorized Users or Authorized Syndicators are not third party beneficiaries to Client’s rights under this Agreement.
16.14 Entire Agreement. This Agreement constitutes the entire agreement between Client and Zoovu and it supersedes any other prior or contemporaneous agreements, communications, representations, understandings, arrangements or terms and conditions, written or oral, concerning its subject matter. Any terms or conditions appearing on, or referenced in, any purchase order or similar document issued by Client shall not apply to, modify, or form part of this Agreement and shall be void and of no effect.
This Master Services Agreement was last updated on 7 November 2025.
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