Master Services Agreement:
This Master Services Agreement is between Zeddit Limited (t/a SUBX Technology), a UK Limited Company and any of its Affiliates (“Zeddit”) and each party (a “Customer”) that executes a Pricing Proposal for the Services, as defined below. This Agreement is effective as of the date of Customer’s initial sign up. (the “Effective Date”).
INDFORMATION ABOUT US
www.subx.tech is a site operated by Zeddit. The sub(x) platform provides machine learning-as-a-service to online businesses who wish to engage more customers onsite and convert more transactions.
The parties agree as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Zeddit or Customer, as applicable.
"Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Services Agreement and any Pricing Proposal (as defined below).
“Content” means information, data models, platforms, dashboards, reports, and other content created by and made available to Customer through or as part of the Zeddit proprietary Services, as more fully described in the Data Commerce Pricing Proposal.
“Customer” means the customer named above together with its Affiliates if the applicable Affiliate has been named in the Pricing Proposal.
“Customer Data” means the electronic data submitted by Customer to the Services, excluding Content and any Non-Zeddit Application(s).
“Pricing Proposal” means a proposal document that expressly references this Agreement and is agreed to by both parties hereto pursuant to this Agreement.
“Non-Zeddit Application” means a web-based, mobile, online or offline, or other software application functionality, or other third party vendor solution, that is provided by Customer or a third party and interoperates with the Services (including but not limited to any data warehouse solutions).
“Service(s)” means any of the products and services (including any Zeddit proprietary algorithms, dashboards, data models, data structures, weights, reports, and/or intelligence) that are provided to Customer under the Pricing Proposal and/or made available by Zeddit (including online via any Zeddit online portal), including associated Zeddit offline or mobile components, as described in the Pricing Proposal. “Services” include data structures and related work product, including written reports and analyses of your data as it relates to products, marketing, and sales, or any other services or deliverables set forth under the Exhibit A. “Services” exclude Non-Zeddit Applications.
“User” means an individual who is authorised by Customer to use a Service or those users expressly stated under the applicable Data Commerce Pricing Proposal who are authorised by Zeddit if Zeddit has supplied a user identification and password (for Services utilising authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
2. ZEDDIT RESPONSIBILITIES
2.1. Provision of Services. Zeddit will (a) make the Services available to Customer pursuant to this Agreement, except for any unavailability caused by circumstances beyond Zeddit’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, internet service provider failure or delay, any Non-Zeddit Application failure, or denial of service attack, and (b) provide the Services in accordance with laws and government regulations applicable to Zeddit’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, and the applicable Pricing Proposal.
2.2. Zeddit Personnel. Zeddit will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Zeddit’s obligations under this Agreement, except as otherwise specified in this Agreement.
3. USE OF SERVICES
3.1 Customer Responsibilities. Customer will (a) be responsible for its and its Users’ compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorised access to or use of Services, and notify Zeddit promptly of any such unauthorised access or use, (c) use Services only in accordance with this Agreement and applicable laws and government regulations, and (d) comply with terms of service of any Non-Zeddit Applications with which Customer uses Services.
3.2 Account and Password. When you register an account on our site, you will be asked to provide information about yourself. Such information should be true and accurate and you should ensure it is kept up-to-date. By using our site, you warrant that you are at least 18 years old. If you choose to use our site and register as a user, you will be provided with a user identification code and password. You may also be required to provide further information as part of our security procedures. You must treat any such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected]
3.3 Usage Restrictions. Customer will not (a) make any Services available to, or use any Service for the benefit of, anyone other than Customer or Users, unless expressly stated otherwise by Zeddit, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, (c) use a Service or Non-Zeddit Application to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Zeddit Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorised access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Zeddit intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the applicable Pricing Proposal, (j) access any Services in order to build a competitive product or service, or (k) reverse engineer any Services (to the extent such restriction is permitted by law). Customer’s or a User’s violation of the foregoing, or any use of the Services in breach of this Agreement, by Customer or Users that in Zeddit’s judgment imminently threatens the security, integrity or availability of Zeddit’s services, may result in Zeddit’s immediate suspension of the Services. Zeddit will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat prior to any such suspension.
3.4 Content Standards. These Content standards apply to any and all material which you may contribute to our site (Contributions), and to any services associated with it. You must comply with the spirit and the letter of the following standards. Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the UK and in any country from which they are posted. Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the Content standards. You warrant that any such Contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you licence to us are described in the next paragraph (Rights you licence). We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site. Whilst we do not pre-screen any content you upload to the site, we reserve the right to remove or edit any posting you make on our site if, in our opinion, your post does not comply with the Content standards set out in these Terms. The views expressed by other users on our site do not represent our views or values. You waive all moral rights you have in any content and information provided by you to the fullest extent provided by law.
Contributions must not:
- Contain any material which is defamatory of any person;
- Contain any material which is obscene, offensive, hateful or inflammatory;
- Promote sexually explicit material;
- Promote violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any copyright, database right or trade mark of any other person;
- Be likely to deceive any person;
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- Promote any illegal activity;
- Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
- Be likely to harass, upset, embarrass, alarm or annoy any other person;
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- Give the impression that they emanate from us, if this is not the case; and
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
3.5 Electronic Communication. When you visit the Site, or send us e-mails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
4. NON-ZEDDIT APPLICATIONS & OTHER THIRD-PARTY PROVIDERS
4.1 Acquisition of Non-Zeddit Products and Services. Zeddit or third parties may make available third-party products or services, including, for example, Non-Zeddit Applications, data integrators, data warehouses, and implementations and other services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any non-Zeddit provider, product or service is solely between Customer and the applicable non-Zeddit provider. Zeddit does not warrant or support Non-Zeddit Applications or other non-Zeddit products or services. Customer will be solely responsible for and liable to any such non-Zeddit products or services, notwithstanding any inter-operation with the Services.
4.2 Non-Zeddit Applications and Customer Data. Customer grants Zeddit permission to allow the Non-Zeddit Application and its provider to access Customer Data as required for the interoperation of that Non-Zeddit Application with the Services. Zeddit is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Zeddit Application or its provider. For the avoidance of doubt, nothing in this Section 4 is intended to relieve Zeddit from responsibility for the provision of its own Services.
4.3 Integration with Non-Zeddit Applications. The Services may contain features designed to interoperate with Non-Zeddit Applications. To use such features, Customer may be required to obtain access to such Non-Zeddit Applications from their providers and may be required to grant Zeddit access to Customer’s account(s) on such Non-Zeddit Applications. Zeddit cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Zeddit Application ceases to make the Non-Zeddit Application available for interoperation with the corresponding Service features in a manner acceptable to Zeddit.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees specified in the Pricing Proposal. Except as otherwise specified herein, (i) fees are typically collected monthly (unless stated otherwise), and (ii) payment obligations are non-cancellable and fees paid are non-refundable.
5.2 Invoicing and Payment. Unless otherwise stated, fees will be invoiced monthly in arrears and otherwise in accordance with any agreement with Customer. Unless otherwise stated, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Zeddit and notifying Zeddit of any changes to such information.
5.3 Overdue Charges. If any invoiced amount is not received by Zeddit by the due date, then without limiting Zeddit’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
5.4 Suspension of Service. If any charge owing by Customer is 30 days or more overdue, Zeddit may, without limiting its other rights and remedies, suspend Services and Content until such amounts are paid in full, provided that, other than for any Customer paying by credit card or direct debit and whose payment has been declined, Zeddit has given Customer at least 10 days’ prior notice that its account is overdue. In the event of a declined payment, Zeddit shall promptly notify Customer.
5.5 Payment Disputes. Zeddit will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes. Zeddit's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Zeddit has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Zeddit will invoice Customer and Customer will pay that amount unless Customer provides Zeddit with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Zeddit is solely responsible for taxes assessable against it based on its income, property and employees.
5.7 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Zeddit regarding future functionality or features.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights; Copyright Ownership and Other Intellectual Property Matters. Subject to the limited rights expressly granted hereunder, Zeddit, and (if applicable) its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights including copyright protections and restrictions. Unless otherwise set forth herein, Zeddit is the owner of all its work product or other data derived from the Services hereunder (including any metadata derived from any Customer Data hereunder). For the avoidance of doubt and by way of example only, Zeddit is permitted to use anonymised algorithms, parameters, models, trends, analyses, and training sets developed using the Customer Data; however, Customer shall retain all rights in any raw data it provides or shares with Zeddit. Customer may only use work product provided hereunder, including the data structures, as part of the Services solely for the purposes set forth under the applicable Pricing Proposal. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2 Third party services. Customer retains all rights and obligations to any Non-Zeddit Applications or other 3rd party services entered on the Customer’s behalf, with the Customer as the primary account holder, as part of the scope of work. Customer will retain all rights to any data, reports, visualisations or other work delivered to Customer on any Non-Zeddit Applications or third-party systems for which Customer is the primary account holder. Zeddit retains ownership of any work provided to customer on Zeddit’s platform, or on any third-party services for which Zeddit is the primary account holder.
6.3 License by Customer to Host Customer Data and Applications. Customer grants Zeddit, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit, create derivations of, and display Customer Data for use by Customer with the Services under the terms of a Data Processing Agreement, to the extent necessary for Zeddit to provide the Services in accordance with this Agreement or as necessary for Zeddit to secure its intellectual property rights set forth in Section 6.1 above.
6.4 License by Customer to Use Feedback. Customer grants to Zeddit and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Zeddit’s or its Affiliates’ Services or Content or for any market insight which Zeddit may benefit from.
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subject to the terms herein, Confidential Information of Zeddit includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and Pricing Proposal (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7.4 References. Zeddit may reference Customer as a customer of Zeddit for marketing purposes and may include Customer’s name and logo on Zeddit’s customer lists and summarise generally the nature of any work being performed hereunder, subject to Customer’s prior written consent.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 Zeddit Warranties. Zeddit warrants that during an applicable subscription term the Services will perform materially in accordance with the applicable Pricing Proposal specifications, and subject to Section 4 above, Zeddit will not materially decrease the overall functionality of the Services. Zeddit shall provide all of the Services under this Agreement in compliance with all applicable law, and in a professional, workmanlike manner. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” sections below.
8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ZEDDIT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ZEDDIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. ZEDDIT DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZEDDIT TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. The limitation in this paragraph will not apply in the event (i) Zeddit intentionally acts to harm Customer or a third party; or (ii) third party claims against Customer that arise out of an intentional Zeddit violation of applicable law.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH PARTY OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.
10.2 Termination. Either party may terminate at any time without cause by providing not less than thirty (30) days’ notice.
10.3 Refund or Payment upon Termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Zeddit for the period prior to the effective date of termination.
10.4 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Non-Zeddit Applications & Other Third Party Providers,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
11. GENERAL PROVISIONS
11.1 Export Compliance. The Services, Content, other Zeddit technology, and derivatives thereof may be subject to export laws and regulations of the European Union and other jurisdictions. Zeddit and Customer each represents that it is not named on any government denied-party list. Customer will not permit any User to access or use any Service or Content in an embargoed country or region or in violation of any European export law or regulation.
11.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Zeddit and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in any other Customer order documentation is void. In the event of any conflict or inconsistency between any Data Commerce Pricing Proposal and this Master Subscription Services Agreement, the terms of this Master Services Agreement shall prevail.
11.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.4 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
11.5 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d), except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Notices to Zeddit will be addressed to the attention of Jonathan Harris or as updated by Zeddit via written notice to Customer. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer, and Legal Notices to Customer will be addressed to Customer and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
11.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Zeddit may assign this Agreement, and any rights or obligations hereunder, without the consent of Customer. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Zeddit’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the United Kingdom.
12.1 Contact Us. If you require a signed copy of this Agreement or with any questions regarding this Agreement please contact us at [email protected]