Zenoo Master Services Agreement

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.

3.2          Evaluation Copies of Software. The followingterms will apply to any pre-release versions, or beta, evaluation or proof-of-conceptcopies, or trials of Zenoo proprietary software provided to Customer(notwithstanding any contrary term specified in any other section of thisAgreement): (i) such software will be deemed “Software” under this Agreementand the license to use such software will terminate at the end of the trialperiod identified by Zenoo or Zenoo’s Authorized Reseller (or, if no period isidentified, then 30 days from delivery of access to such software), and use of suchsoftware by Customer or End Users will be for the limited purpose of evaluatingsuch software and establishing Customer’s desire to purchase licenses to such softwareor providing feedback or suggestions; (ii) such software is provided “as is”without any warranty of any kind; (iii) Customer will not be entitled to anySupport and Maintenance Services or any Updates unless a license is laterpurchased; and (iv) Zenoo and/or the Authorized Reseller may at any timeterminate Customer’s license to such software by written notice to Customer andrequire Customer to promptly return such software and/or remove all copies of suchsoftware from its systems. 3.3          Restrictions. Exceptas otherwise expressly permitted under this Agreement or unless otherwise agreed upon in writing with Zenoo, Customer willnot, directly or indirectly, and will not authorize or permit any third party,to: (a) copy, use or distribute the Software or any portion ofthe Software beyond the License Parameters and other restrictions orlimitations in this Agreement or the Order;(b) modify the Software or create derivative works based upon theSoftware or reverse engineer or decompile, decrypt, disassemble or otherwisereduce the Software to human-readable form, except and only to the extent anyforegoing restriction is prohibited by applicable law; (c) create a program or a set ofprograms similar or identical to the Software, using any elements orfunctionalities of the Software to do so;(d) use the Software in any way that is unlawful or in violation of anyapplicable laws, including transmittingunlawful, infringing or harmful data or code to or from the Software; (e)remove or otherwise interfere with any part of the Software designed to monitorCustomer’s compliance with this Agreement; (f) use the Software on behalf of,or to perform any services for, any third party or include any part of the Softwarein any services or products provided to any third party other than an End User;(g) provide, disclose, divulge or make available to, or permit use any of the Software,in whole or in part, by any third party other than an End User without Zenoo’sprior written consent; (h) make the Software, in whole or in part, available tothird parties on a service bureau, rent, lease, software as a service orapplication service provider basis; (i) alter or remove any proprietary noticesor labels on or in any of the Software; or (j) release, publish, and/orotherwise make available to any third party the results of any performance orfunctional evaluation of the Software without the prior written approval of Zenoo. There are no implied licenses granted byZenoo under this Agreement.  4.             Professional Services. Zenoo will provide Customer theProfessional Services purchased under this Agreement, if any. The scope of suchProfessional Services and the fees therefor will be set forth in a SOW.Professional Services will be delivered subject to the terms and conditions ofthis Agreement and the applicable SOW. Customer may use anything delivered aspart of the Professional Services in support of its use of the Software duringa License Term, but Zenoo will retain all right, title and interest in and toany such work product, code and deliverables and any derivative, enhancement ormodification thereof created by or on behalf of Zenoo.  5.             Support and Maintenance. During a License Term, Zenoo will provideCustomer the Support and Maintenance Services for the Software set out in the “Support Policy”attached hereto as Exhibit A. For clarity, the Support andMaintenance Services are included as part of the license fees specified in theapplicable Order. The Support and Maintenance Services include Updates as theybecome generally available to other Zenoo customers for the applicable Softwareduring the applicable License Term. Zenoo may make changes to the SupportPolicy with 30 days’ notice to Customer (via the support portal or otherwise)provided there is no material degradation of the support offering.Notwithstanding the foregoing, if Customer has placed its Order through anAuthorized Reseller who is obligated to provide support directly to Customer(as identified in the applicable Order), then the Support Policy will not applyto Customer, and Support Services will be provided by the Authorized Reseller. 6.             Fees and Payment 6.1          Fees; Taxes. Customer will make all payments identifiedon the Order in accordance with its terms. Unless otherwise stated in this Agreement, Orders arenon-cancelable, and all payments are non-refundable, and payments are notsubject to any deduction or set-off. If an Order is placed through anAuthorized Reseller, then such Order will identify the fees due and the paymentterms. If an Order is placed with Zenoo, then, unless otherwise agreed in theOrder, the following terms will apply: (i) Customer will pay Zenoo invoiceswithin 30 days after the invoice date; (ii) all amounts are payable in [EUR] [GBP] [USD]; and (iii) if Customer is in defaultof making any payment due to Zenoo, then Zenoo may, without prejudice to otherremedies available, assess a late payment charge, at the lower rate of 1.5% permonth, or the maximum rate under applicable law, and/or suspend delivery of anyproduct or service under this Agreement. Zenoo’sFees do not include any taxes, levies, duties or similar governmentalassessments of any nature, including value-added, sales and use, or withholdingtaxes, assessable by any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes. If Zenoo hasthe legal obligation to pay or collect Taxes for which Customer is responsible,Customer will pay that amount when invoiced by Zenoo unless Customer provides Zenoowith a valid tax exemption certificate authorized by the appropriate taxingauthority. For clarity, Zenoo is solely responsible for taxes assessableagainst it based on its income, property and employees.  6.2          Supplemental Orders. At any time during a License Term, if Customer’s actual usage of theSoftware (“Actual Usage”) exceedsthe prepaid usage of the Software under the applicable License Parameters setforth in any prior Order (“PurchasedUsage”), then Customer will execute a supplemental Order and pay additionallicense fees covering (i) the difference between Purchased Usage and ActualUsage, plus (ii) Customer’s desired quantity of additional usage. The fees applicable to the supplemental Order will be basedon (i) if the supplemental Order is initiated by Customer, the then-currentpricing charged to Customer in the prior Order, or (ii) if the supplementalOrder is initiated by Zenoo or the Authorized Reseller, the greater of the then-currentpricing charged to Customer in the prior Order and Zenoo’s then-current listpricing. 7.             Ownership. The Software islicensed and not sold. Zenoo and its licensors will own and retain all right,title, and (except as expressly licensed under this Agreement) interest in andto the Software and all copies or portions thereof, and any derivative worksthereof (by whomever created). Customer is not requiredto provide any feedback or suggestions for improvement to the Software;however, to the extent provided, all such feedback or suggestions provided toZenoo will be Zenoo’s property, and Customer hereby agrees to assign the sameto Zenoo. 8.             Warranties and Limitation of Liability 8.1          Mutual Warranties. Each party represents and warrants to theother that (i) it has the full power to enter into this Agreement andthat this Agreement constitutes a legal, valid and binding obligation ofthe party, enforceable against it, and (ii) this Agreement does notcontravene, violate or conflict with any other agreement of the party with any thirdparty. 8.2          Malicious Code. Zenoo will use standard industry practicesto test and/or review the Software for Malicious Code and remove any MaliciousCode it discovers prior to delivery or transmission of the Software toCustomer. “Malicious Code” means anycode which is designed to harm, or otherwise disrupt in any unauthorizedmanner, the operation of computer programs or computer systems or destroy ordamage data in an unauthorized manner. Forclarity, Malicious Code will not include standard routines in the Softwarewhich are intended to delete data and are implicit in the standardfunctionality of the Software, any standard software bugs or errors handledthrough Support and Maintenance Services, or any license key or otherequivalent code which may limit the functionality or scope of the use of theSoftware to the scope of the license purchased by Customer under thisAgreement. 8.3          Professional Services Warranty. For 30 days from the date of delivery of any ProfessionalServices, Zenoo warrants that the services provided will be performed ina professional and workmanlike manner and will conform to any requirementsstated in this Agreement or in the applicable SOW or Order. Zenoo’s entireliability and Customer’s sole and exclusive remedy for any breach of thiswarranty will be for Zenoo to re-perform the nonconforming ProfessionalServices, or if Zenoo is unable to deliver conforming Professional Serviceswithin a reasonable time, then to refund any fees paid to Zenoo for the applicablenon-conforming Professional Services.  8.4          WarrantyLimitations. The express warranties in this Agreement donot apply if the Software, or any portion of the Software: (i) has beenaltered, except by Zenoo or its authorized representatives or its contractors;(ii) has not been used, installed, operated, repaired, or maintained inaccordance with this Agreement and/or Documentation; or (iii) is licensed, forbeta, evaluation, or testing purposes. Additionally, the warranties set forthin this Agreement only apply to a warranty claim made within the warrantyperiod specified in this Agreement and do not apply to any bug, defect or errorcaused by or attributable to software or products or services not supplied by Zenoo. 8.5          Disclaimer. EXCEPT AS EXPRESSLY SETFORTH IN THIS SECTION, THE SOFTWARE, PROFESSIONAL SERVICES, ANY DELIVERABLES,AND SUPPORT AND MAINTENANCE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND ZENOOMAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING ORRELATING TO THE SAME. ZENOO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDINGTHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OFDEALING OR RELIANCE. ZENOO DOES NOT WARRANT OR SUPPORT ANY THIRD-PARTY WEBSITE,SERVICE, SOFTWARE, CONTENT OR FUNCTIONALITY. ZENOO DOES NOT WARRANT THAT THE SOFTWAREWILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENTTHIRD-PARTY ACCESS TO DATA.  8.6          Limitation of Liability. TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ANY LIABILITY ARISING OUT OFANY VIOLATION OF A PARTY’S PROPRIETARY RIGHTS (INCLUDING A VIOLATION OF ANYLICENSE OR LICENSE RESTRICTION SET OUT IN THIS AGREEMENT), OR ANY VIOLATION OFSECTION 9 (CONFIDENTIALITY) OR ANY INDEMNITY OBLIGATION:  (A)         IN NO EVENTWILL CUSTOMER, ZENOO, OR ZENOO’S LICENSORS OR SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANYSPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL DAMAGES, OR FOR ANY LOSTREVENUE, LOST PROFIT, LOSS OF BUSINESS, LOSS OF USE, LOSS OF CONTRACTS,ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSSOF ANY OTHER ECONOMIC ADVANTAGE, COST OF PROCUREMENT OF SUBSTITUTE GOODSOR SERVICES, OR ANY LOSS OR DAMAGE TO DATA, OR ANY BUSINESS INTERRUPTIONARISING OUT OF OR RELATED TO THIS AGREEMENT orarising from Software or any services delivered under OR RELATED TO thisAgreement, UNDER ANY CAUSE OF ACTION, WHETHER IN CONTRACT, UNDERSTATUTE, TORT OR OTHERWISE, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OFSUCH; AND  (B)         IN NO EVENT WILL THE AGGREGATELIABILITY OF CUSTOMER, ZENOO, ZENOO’S LICENSORS OR SUPPLIERS ARISING OUT OF ORRELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE USE OF ORINABILITY TO USE THE SOFTWARE, ASSOCIATED SERVICES, PROFESSIONAL SERVICES OROTHERWISE (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, UNDER STATUTE,TORT OR OTHERWISE) EXCEED THE FEES RECEIVED BY ZENOOUNDER THE APPLICABLE ORDER (OR, IN THE CASE OF CUSTOMER’S LIABILITY, EXCEED THEFEES PAID OR DUE TO ZENOO OR ITS AUTHORIZED RESELLER UNDER THE APPLICABLEORDER), WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIALPURPOSE OR OTHERWISE.  9.             Indemnification 9.1          By Zenoo. Zenoowill defend Customer and its Affiliates, and their respective officers andemployees (“Customer Indemnitees”)from and against any claim by a third party brought against CustomerIndemnitees alleging that the Software infringes or violates third-partyintellectual property rights, and will indemnify and hold harmless CustomerIndemnitees from and against any damages and costs finally awarded againstCustomer Indemnitees or agreed to by Zenoo in a monetary settlement (includingreasonable attorneys’ fees) resulting from such claim. In the event any such claim is brought or threatened, Zenoo may, at itssole option and expense: (i) procure for Customer the right to continue use ofthe Software or infringing part thereof; (ii) modify or amend the Software orinfringing part thereof to make it non-infringing; (iii) replace the Software orinfringing part thereof with non-infringing software or technology having substantiallysimilar capabilities; or (iv) terminate any applicable Orders and/or thisAgreement and repay to Customer a pro-rata portion of any prepaid and unused licenseFees for the balance of the applicable License Term. Notwithstanding theforegoing, Zenoo will have no liability to Customer for any claim ofinfringement to the extent such claim arises out of or is based upon: (1) useof the Software in combination with software, products or services not providedby Zenoo; (2) any modification of the Software, in whole or in part, not madeor authorized by Zenoo; (3) failure to use the Software in accordance with thisAgreement, or Documentation, or otherwise using the Software for purposes forwhich it was not designed or intended; (4) use of any specified release of the Softwareafter Zenoo notifies Customer that continued use of such release may subjectCustomer to a claim of infringement, if Zenoo provides Customer with areplacement release; or (5) any content or materials provided by Customer orthird parties, including Third-Party Open Source. THE FOREGOING PROVISIONS OFTHIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF ZENOO, AND THEEXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENTOF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE OR ANYPART THEREOF. 9.2          By Customer. Customerwill defend Zenoo and its Affiliates, and their respective officers andemployees (“Zenoo Indemnitees”) fromand against any claim by a third party brought against Zenoo Indemnitees relatingto or arising from (i) any data or content imported or uploaded to theSoftware, or (ii) use of the Software in violation of this Agreement orapplicable law or any third-party rights. 9.3          Indemnity Procedures. In the event of a potential indemnityobligation under this Section, the indemnified party will: (i) promptly notifythe indemnifying party in writing of the claim, (ii) allow the indemnifyingparty the right to control the investigation, defense and settlement (ifapplicable) of the claim at the indemnifying party’s sole cost and expense, and(iii) upon request of the indemnifying party, provide all necessary cooperationat the indemnifying party’s expense. Failure by the indemnified party to notifythe indemnifying party of a claim under this Section will not relieve theindemnifying party of its obligations under this Section; however, theindemnifying party will not be liable for any litigation expenses that theindemnified party incurred prior to the time when notice is given or for anydamages and/or costs resulting from any material prejudice caused by the delayor failure to provide notice to the indemnifying party in accordance with thisSection. The indemnified party may participate in the defense of the claim withits own counsel at its own expense. The indemnifying party may not settle anyclaim in any matter that would require obligation on the part of theindemnified party (other than payment or ceasing to use infringing materials),or any admission of fault by the indemnified party, without the indemnifiedparty’s prior written consent, such consent not to be unreasonably withheld,conditioned or delayed. Further, any indemnification obligation under thisSection will not apply if the indemnified party settles or makes any admissionwith respect to a claim without the indemnifying party’s prior written consent.  10.          Confidential Information 10.1        Definition. “Confidential Information” means (i) any information disclosed (directly orindirectly) by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement this is marked as“Confidential,” “Proprietary” or in some other manner to indicate itsconfidential nature, and (ii) information otherwise reasonably expected to betreated in a confidential manner under the circumstances of disclosure underthis Agreement or by the nature of the information itself. Notwithstanding theforegoing, the Software and the Documentation is the Confidential Informationof Zenoo.  10.2        Exceptions. Confidential Information will not, however, include any information which(i) was publicly known and made generally available in the public domain priorto the time of disclosure by the Disclosing Party; (ii) becomes publicly knownand made generally available after disclosure by the Disclosing Party to theReceiving Party through no action or inaction of the Receiving Party; (iii) isalready in the possession of the Receiving Party at the time of disclosure bythe Disclosing Party as shown by the Receiving Party’s files and recordsimmediately prior to the time of disclosure; (iv) is obtained by the ReceivingParty from a third party without a breach of such third party’s obligations ofconfidentiality; or (v) is independently developed by the Receiving Partywithout use of or reference to the Disclosing Party’s Confidential Information,as shown by documents and other competent evidence in the Receiving Party’spossession.  10.3        Duties. Except as expressly authorized in thisAgreement, the Receiving Party agrees to: (i) use the Confidential Informationof the Disclosing Party only to perform under this Agreement (includingproviding the features and services associated with the normal use of theSoftware) or exercise rights granted to it under this Agreement; (ii) treat allConfidential Information of the Disclosing Party in the same manner as ittreats its own similar proprietary information, but in no case less thanreasonable care; and (iii) disclose the Disclosing Party’s ConfidentialInformation only to its Affiliates, and those employees, agents and contractorsof the Receiving Party and those of its Affiliates who have a need to know theinformation for the purposes of this Agreement, provided that any suchemployee, agent or contractor must be subject to obligations of non-use andconfidentiality with respect to the Confidential Information at least asrestrictive as the terms of this Agreement, and the Receiving Party will remainliable for any non-compliance of such Affiliates, and its or their employees,agents or contractors with the terms of this Agreement.  10.4        Compelled Disclosure.If a Receiving Party is compelled by law, regulation ora court of competent jurisdiction to disclose any of the Disclosing Party’sConfidential Information, the Receiving Party will promptly notify, ifpermitted by applicable law, the Disclosing Party so that it may seek aprotective order or other appropriate remedy. The Receiving Party agrees tocooperate at the Disclosing Party’s expense in seeking such order or other remedy.If disclosure is ultimately required, the Receiving Party will furnish onlythat portion of the Confidential Information that is legally required, exercisereasonable efforts to obtain assurance that it will receive confidential treatment,and continue to treat such Confidential Information in accordance with itsobligations under this Section. 11.          Term and Termination 11.1        TheOrder and the Software license granted as part of any Order will remaineffective until terminated or until the applicable License Term expires,whichever is earlier. This Agreement will be effective as of the Effective Dateand will remain in effect until terminated or until theLicense Term(s) for all Software licensed pursuant to any Order expires,whichever is earlier. This Agreement may be terminated by a party: (i) upon30 days’ written notice, if the other party materially breaches any provisionof this Agreement and the breach remains uncured after the 30 day notice periodexpires; or (ii) effective immediately, if the other party ceases to dobusiness, or otherwise terminates its business operations without a successor;or (iii) effective immediately, if the other party becomes insolvent or seeksprotection under any bankruptcy, receivership, trust deed, creditors arrangement,composition or comparable proceeding, or if any such proceeding is filedagainst it and not dismissed within 90 days. Upon any termination of thisAgreement, each party will destroy (or at Disclosing Party’s option, return)all the Confidential Information of the other party, including that Customerwill cease all use of the Software and destroy (or at Zenoo’s option, return)all copies of Software in its possession or control. Sections 3.3, 7-10, and 12will survive any termination or expiration of this Agreement.  12.          Miscellaneous 12.1        Third-Party Products.The Software may enable access toor provide interoperability with certain Third-Party Products. Any use oraccess to Third-Party Products shall be subject to the Third-Party Productprovider terms of use (“Third-Party Terms of Use”). Anyinteroperability or exchange of data between the Software and any Third-Party Productenabled by Customer and any use of the Third-Party Products is outside thescope of this Agreement and guided by such Third-Party Terms of Use. Customerunderstands that Zenoo does not warrant or support Third-Party Products,whether or not the Third-Party Product is delivered by Zenoo to Customer, as aconvenience to Customer, or otherwise designated by Zenoo as “certified” or “interoperable”or otherwise. Customer understands that Zenoo cannot guarantee continuedinteroperability or communication between, or access to, such Third-Party Productsthroughout a License Term.  12.2        Third-PartyOpen Source. Notwithstanding anything else herein, Third-Party OpenSource is subject to the relevant third-party license, including the relevantproprietary notices, disclaimers, requirements and/or extended rights which arerelevant to the Third-Party Open Source. A list of current Third-Party Open Source is available to Customer uponrequest. Zenoo represents that Software delivered under this Agreementwill not contain Third-Party Open Source subject to any terms or conditionswhich when used as contemplated in this Agreement require that Customer grantto any third party any rights to, or immunities under any intellectual propertyrights of Customer, or that Customer disclose or make available to thirdparties any of its own proprietary source code or intellectual property (or anypart or derivative work thereof) under any circumstances. 12.3        Language. ThisAgreement, any disputes under this Agreement, and any services to be provided underthis Agreement by Zenoo to Customer will be conducted and provided in theEnglish language. 12.4        Usage and Performance Data. Customeracknowledges that the Software will collect statistical, analytical,non-personally identifiable data about Software performance and Customer’s orEnd Users’ use of the Software (collectively “Usage and Performance Data”), and Customer acknowledges theSoftware will cease to function if such data collection functions are terminatedby Customer. Customer agrees that Zenoo (and its Affiliates, contractors,successors, and assigns) can collect, maintain, process, use and otherwisefully exploit the Usage and Performance Data in any way now or in the futurefor its legitimate business purposes, including to corrects errors in Software,to maintain and improve its products and services, to deliver Support Services,and to monitor license compliance.  12.5        Assignment. This Agreement may not be assigned ortransferred without the other party’s prior written consent, provided each party expressly reserves the right to assign thisAgreement to a successor in interest of all or substantially all of itsbusiness or assets to which this Agreement relates, provided the assigningparty notifies the other party of such assignment within 30 days of theassignment. Any action or conduct in violation of the foregoing willbe void and without effect. All validly assigned rights and obligations of theparties under this Agreement will be binding upon and inure to the benefit ofand be enforceable by and against the successors and permitted assigns.  12.6        Relationship ofParties. Nothing contained in this Agreement will be construed ascreating any agency, partnership or other form of joint enterprise between theParties. The relationship between the Parties shall at all times be that ofindependent contractors. Neither Party will have the authority to contract foror bind the other in any manner whatsoever. This Agreement confers no rightsupon either Party except those expressly granted herein. 12.7        Notices. Any notice required or permitted under the terms of thisAgreement or required by law must be in writing and must be (a) delivered inperson, (b) delivered by electronic mail, (c) sent by first class mail, or (c)sent by overnight air courier, in each case properly posted and fully prepaidto the appropriate address set forth in the applicable Order. Either Party maychange its address for notice by providing notice to the other Party inaccordance with this Section. Notices will be deemed to havebeen given at the time of actual delivery in person or by electronic mail,three (3) business days after deposit in the mail as set forth above or one (1)day after delivery to an overnight courier service. 12.8        Force Majeure. Except for the obligation to pay money, neither Partywill be liable for any failure or delay in its performance under this Agreementdue to any cause beyond its reasonable control, including without limitation anact of war,earthquake, flood, fire, act of terrorism, embargo, riot, sabotage, laborshortage or dispute, governmental act, Internet service provider failure or delay, or denialof service attack (each a “Force Majeure Event”), provided that thedelayed Party (a) gives the other Party notice of such cause and (b) uses itsreasonable commercial efforts to correct such failure or delay in performance.  12.9        [Export Control. Customer understands that the Software issubject to export control laws and regulations. Customer may not download orotherwise export or re-export the Software or any underlying information ortechnology except in full compliance with all applicable laws and regulations,including United States export control laws. None of the Software or anyunderlying information or technology may be downloaded or otherwise exported orre-exported: (i) into (or to a national or resident of) any country to whichthe United States has embargoed goods; or (ii) to anyone on the U.S. TreasuryDepartment’s list of specially designated nationals or the U.S. CommerceDepartment’s list of prohibited countries or debarred or denied persons orentities. Customer hereby agrees to the foregoing and represents and warrantsthat customer is not located in, under control of, or a national or resident ofany such country or on any such list.] 12.10     Anti-Bribery or Anti-CorruptionLaws. Incarrying out activities pursuant to this Agreement, each party agrees that itwill comply with and will not commit, authorize, or permit any action byits personnel which would violate any anti-bribery or anti-corruption laws,such as the United States Foreign Corrupt Practices Act or the UK Bribery Actor any similar applicable law or regulation. 12.11      Publicity. Zenoo may publish and use Customer’s name and logo in order to identify Customeras a licensee, customer or client of Zenoo in its promotional and marketingmaterials, including on its website.  12.12      Waiver. Any waiver of the provisions ofthis Agreement or of a Party’s rights or remedies under this Agreement must bein writing to be effective. Failure, neglect or delay by a Party to enforce theprovisions of this Agreement or its rights or remedies at any time will not beconstrued and will not be deemed to be a waiver of such Party’s rights underthis Agreement and will not in any way affect the validity of the whole or anypart of this Agreement or prejudice such Party’s right to take subsequentaction. No exercise or enforcement by either Party of any right or remedy underthis Agreement will preclude the enforcement by such Party of any other rightor remedy under this Agreement or that such Party is entitled by law to enforce. 12.13      Entire Agreement; Order of Precedence; Amendment. This Agreement (including the exhibits and any addenda hereto signed by both Parties) constitutesthe entire agreement between the parties with respect to the license of theSoftware, delivery of Support and Maintenance Services, and delivery of anyProfessional Services. Except as expressly provided in this Agreement, thisAgreement supersedes and cancels all previous written and previous orcontemporaneous oral communications, proposals, representations, and agreementsrelating to the subject matter contained in this Agreement. In the event of a conflict between the terms ofthis Agreement and the terms of an Order or a SOW, the terms of the Order orSOW will prevail. This Agreement prevails over any pre-printed terms orother conflicting or additional terms of any purchase order, ordering document,acknowledgement, click through agreement or terms, or confirmation or otherdocument issued or made available by Customer, even if signed and returned orotherwise accepted. This Agreement may notbe amended, except by a writing signed by both Parties. 12.14      Severability. If any term,condition or provision in this Agreement is found to be invalid, unlawful orunenforceable to any extent, the Parties will endeavor in good faith to agreeto such amendments that will preserve, as far as possible, the intentionsexpressed in this Agreement. If the Parties fail to agree on such an amendment,such invalid term, condition or provision will be severed from the remainingterms, conditions and provisions, which will continue to be valid andenforceable to the fullest extent permitted by law. 12.15      Counterparts. This Agreement may be executed in one ormore counterparts and each of such counterparts shall be deemed to be anoriginal for all purposes, and all of such counterparts shall togetherconstitute one and the same document. Any signature required for the executionof this Agreement may be in the form of either an original signature, afacsimile transmission bearing the signature of any party to this Agreement oran electronic representation of the signed signature page in .pdf format. Noobjection shall be raised as to the authenticity of any signature due solely tothe fact that said signature was transmitted via facsimile or is represented in.pdf format. 12.16      Headings; Construction. The headings to the clauses,sub-clauses and parts of this Agreement are inserted for convenience ofreference only and are not intended to be part of or to affect the meaning orinterpretation of this Agreement. Any ambiguity in this Agreement will beinterpreted equitably without regard to which Party drafted the Agreement orany provision thereof. The terms “this Agreement,” “hereof,” “hereunder” andany similar expressions refer to this Agreement and not to any particularSection or portion hereof. As used in this Agreement, the words “include” and“including,” and variations thereof, will be deemed to be followed by the words“without limitation.” 12.17      Disputes; Governing Law. If any dispute arises in connection withthis Agreement, representatives of both parties shall, within ten (10) days ofa written request from one party to the other, meet in a good faith effort toresolve the dispute. Neither party may commence any court proceedings inrelation to any such dispute until it has attempted to settle the dispute at suchmeeting or any subsequent meeting(s) scheduled or agreed upon at a priordispute resolution meeting, unless the right to issue proceedings would beprejudiced by such a delay. This Agreement and any dispute or claim arising outof or in connection with it or its subject matter shall be governed by andconstrued in accordance with English law. The parties irrevocably agree thatthe courts of England shall have exclusive jurisdiction to settle any disputeor claim that arises out of or in connection with this agreement or its subjectmatter. 12.18      Equitable Relief. The parties agree that a material breachof this Agreement adversely affecting Zenoo’s or its licensors’ intellectualproperty rights in Software or the Confidential Information of either party maycause irreparable injury to the party for which monetary damages would not bean adequate remedy and the non-breaching party will be entitled to equitablerelief (without a requirement to post a bond) in addition to any remedies itmay have under this Agreement or at law. 12.19      Basisof the Bargain.Customer acknowledges and agrees that Zenoo has set its prices and entered intothis Agreement in reliance upon the disclaimers of warranty and the limitationsof liability set forth in this Agreement, that the same reflect an allocationof risk between the parties (including the risk that a contract remedymay fail of its essential purpose and cause consequential loss), and that thesame form an essential basis of the bargain between the parties IN WITNESSWHEREOF, the Parties have caused thisAgreement to be executed and do each hereby warrant and represent that theirrespective signatory whose signature appears below has been and is on the dateof the Agreement duly authorized by all necessary and appropriate action toexecute this Agreement.Zenoo Labs, s.r.o.                                                        [Customer]By:                                                                                  By:                                                                Name:                                                                             Name:                                                           Title:                                                                               Title:                                                             Date:                                                                               Date:                                                            
 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: help@zenoo.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.