This MasterLicense Agreement (this “Agreement”)is entered into on _____________, 2020 (“EffectiveDate”) by and between Zenoo Labs s.r.o., a Czech limited liability company located at Dejvická255/18, Dejvice, Czech Republic (“Zenoo”)and ___________________ (“Customer”).
As used herein, each of Zenoo and Customer may be referred to as a “Party” and collectively as the “Parties.” Whereas Zenoo is in the business of licensing digital onboarding solutions, and whereasCustomer desires to license certain Zenoo solutions as identified in the Order(as defined below), now, therefore, in consideration of the mutual covenants and conditions set forth below, the Parties agree as follows:
1. Certain Definitions
1.1 “Affiliate” means any entity controlling, controlled by or under common control with a party, where“control” and its variants means (i) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors, or (ii) the power to otherwise direct or cause the direction of the management and policies of theentity whether by contract or otherwise.
1.2 “Agreement” means this MasterLicense Agreement including all its attachments and exhibits, any SOWs referencing this Agreement, and any terms incorporated into this Agreement by reference.
1.3 “Authorized Reseller” means any authorized reseller of Software who validly sells Customer alicense to the Software subject to the terms and conditions of this Agreement.
1.4 “Documentation” means any user instructions, manuals, online help files, or othermaterials regarding the use of the Software that are generally provided by Zenooto its customers who have purchased a license to the Software.
1.5 “End User” means any individual authorized by Customer or any ofits Affiliates to access and/or use the Software.
1.6 “License Parameter(s)” means any factor that serves as a basis for calculating the fees payable for the licenseto the Software as identified in the Order.
1.7 “License Term” means the term of the license grantedwith respect to the Software as identified on the applicable Order, or if no term is identified in the Order, then one (1) year from the date of the Order.
1.8 “Order” means an ordering document that identifies the commercial terms of the purchase, namely, for example, the Software licensed, the Professional Services (if any) purchased under this Agreement, the applicable License Parameters, the applicable License Term, and any pricing and payment terms relating to the same. Orders may be direct between Zenoo andCustomer or indirect via an Authorized Reseller. Multiple Orders may apply if additional licenses, products, or services are purchased, but unless expresslystated otherwise the terms specified in an Order will apply only to that Order.
1.9 “Professional Services” means any professional services to be delivered by Zenoo personnel to Customer related to the Software which are outlined in a SOW or Order, such as training,configuration or implementation. For clarity, Professional Services do not include Support and Maintenance Services.
1.10 “Software” means the computer software program(s), in object code form, as specified in the applicable Order, together with any Updates and relatedDocumentation, all to the extent provided or made available to Customer under this Agreement. “Software” does not include any Third-Party Products or plug-ins to the Software identified as provided by or originating from third parties which may be delivered together with the Software.
1.11 “SOW” means a statement of work attached to or incorporated by reference into this Agreement, either at or after the Effective Date.
1.12 “Support Services” means the standard support services delivered by Zenoo to its customers under the Support Policy.
1.13 “Support Policy” means the Support Policy as defined in Section 5 of this Agreement.
1.14 “Third-Party OpenSource” means any publicly available third-party open source software which maybe delivered to Customer as part of or as embedded within the Softwaredelivered to Customer.
1.15 “Third-Party Products” means any third-party proprietary programs, interfaces, firmware or services that interoperate or communicate with or are made available through or together with the Software.
1.16 “Update” means a release or version of the Software, including bug fixes,patches, new features or functional enhancements to the Software, that is madeavailable free of charge to Zenoo’s customers that have purchased a license to theSoftware.
2. Orders; Software Delivery; License Term Start Date.
Customer may place Orders either with Zenoo or an Authorized Reseller. All Orders are subject to written acceptance by Zenoo or an Authorized Reseller. Software will be delivered toCustomer electronically after the Order is executed and becomes effective.The start date of the License Term shall be specified in the Order; if no such date is specified in the Order, then the start date of the License Term shall be the date of the Order.
3. License Grant; Restrictions
3.1 Software License.Subject to the terms and conditions of thisAgreement, during a License Term, Zenoo grants to Customer a non-exclusive, non-transferable and non-sub licensable license to: (i) install instances of theSoftware on computers owned or controlled by Customer or its Affiliates (and any End Users) or in cloud instances controlled by Customer or its Affiliates and hosted by third parties; and (ii) use the Software in accordance with the applicableDocumentation and subject to the License Parameters set out in the applicableOrder and the restrictions of this Agreement. Customer and its Affiliates may maintain a reasonable number of copies of the Software on their systems for backup or disaster recovery purposes.
Exhibit ASupport Policy Support Ensuringthat Customers are table to take full advantage of the solutions offered byZenoo is a top priority. Zenoo provides support to its on-premises Softwarelicense Customers for a variety of performance issues, including the following:· Bug fixes identified for already-deployedsolutions,· Content changes (text, images, pages, layoutand links), and· SEO implementations. Supportservices are provided by Zenoo’s Client Managers and Integration Engineers, whoare located in the Europe. Support is available Monday through Friday, 8:00a.m. to 5:00 p.m., Greenwich Meridian Time + 1 hour. Customers can contacttheir assigned and dedicated support team by phone, email or Skype, andCustomers can generally expect same-day responses (or within six (6) business hoursfor enquiries received late in the day). EmergencySupport For after-hoursproduction-down emergencies, we may be reached: By email: email@example.comBy skype: zenoohq Zenoo usesall reasonable efforts to respond to Customers in accordance with the responsetimes shown in the following table, depending on the severity of the issue. PRIORITY LEVELISSUEINITIAL RESPONSE TIMESUPDATED RESPONSE TIMESTARGET CLEAR TIMES Priority 1 Unavailability of web site 30 minutes after phone call to Helpdesk or detection of issue by Zenoo 60 minutes Within 4 hours of the fault being reported to the Helpdesk Priority 2 Zenoo’s web services have reduced functionality or the on-boarding/self-service (excluding problems with reports) is down or has limited functionality 60 minutes after phone call to Helpdesk or detection of issue by Zenoo 90 minutes Within 8 hours of the fault being reported to the Helpdesk Priority 3 Minor problems with web sites or non-functionality of reports 4 hours after phone call to Helpdesk or detection of issue by Zenoo1 business dayWithin 3 business days Priority 4 This category includes general requests about the functionality of the Service and does not affect the service 4 hours after phone call to Helpdesk or detection of issue by Zenoo1 business dayTimelines vary depending on request Other If the issue is determined to be outside the scope of Zenoo’s control (internet network issues, internal Partner issues, etc.) or it is not a technical emergency, Customer will be notified, and the issue will be attended to by the appropriate Customer Manager during normal operational hours. In the event that web services (API and/or web device print services) are unavailable, Zenoo will notify all clients within 120 minutes of discovery of the outage. CustomerResponsibilities Connectivity Issues - Prior to reportingtechnical issues, please confirm connection to the Zenoo server for APIservices and correct links on Customer website pointing to Zenoo-hosted pages. IP Address Change or Addition - Please sendIP address(es) to Zenoo in order to open the firewall. Uptime and availability commitments for ZenooAPIs assume that Customer adheres to the following technical integrationrequirements: Following Zenoo short TTL DNS settings for API servers, enabling Zenoo to switch API traffic between active data centers as needed to meet Service Level commitments Configuring subscriber firewalls to allow outbound access to Zenoo’s full IP netblock for API requests IfCustomer integration does not meet Technical Integration Guide requirements, APIrequests may be dropped or performance may degrade. Zenoo cannot honour ServiceLevel commitments or related contract terms until Customer integration iscorrected to properly leverage the benefits of our distributed, active/activeservice architecture. Note that the above requirements apply onlyto direct integrations between Customer and Zenoo and do not apply tointegrations through a Zenoo channel partner. Furtherterms and conditions of Support Zenoo will not be bound by the response timesin any of the following circumstances: Failure of the Customer to fulfill their Customer Responsibilities. Information from the Customer or their agent which is inaccurate, incomplete or not supplied in a timely manner. Inability to obtain remote access to supported systems. Force Majeure events. Failure of communications circuits, Internet connections, electricity supply, other vital services or hardware not supplied by Zenoo. Configuration, software or DNS problems beyond the control of the Customer or Zenoo. Any act or omission on the part of any third party other than an authorized Zenoo third party.