LAST UPDATED: MARCH 2026

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IMPORTANT, READ CAREFULLY: CUSTOMER'S USE OF AND ACCESS TO THE ZUDDL UNIFIED EVENT PLATFORM (AND ANY ASSOCIATED SOFTWARE AND WEBSITES) AND SERVICES DESCRIBED ON CUSTOMER'S ORDER FORM(S) (COLLECTIVELY, THE "SERVICES") PROVIDED BY JOYN EXPERIENCES INC. AND ITS AFFILIATES ("ZUDDL" OR "COMPANY") IS CONDITIONED UPON CUSTOMER'S COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

BY ACCEPTING THESE TERMS AND CONDITIONS, WHETHER BY (1) CLICKING A BOX OR BUTTON TO INDICATE ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS AND CONDITIONS, (3) USING THE EVALUATION SERVICES, OR (4) OTHERWISE ACCESSING OR USING THE SERVICES, THE CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEY REPRESENT THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY. IN SUCH CASES, "CUSTOMER" REFERS TO THE ENTITY. IF THE INDIVIDUAL DOES NOT HAVE THIS AUTHORITY OR DOES NOT AGREE TO THESE TERMS AND CONDITIONS, THEY MUST NOT ACCEPT THESE TERMS AND CONDITIONS OR USE THE SERVICES.

BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE "AGREEMENT"). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS AND CONDITIONS.

These Terms and Conditions ("Agreement") govern Customer's access to and use of the Platform and Services provided by Joyn Experiences Inc., a company incorporated under the laws of Delaware, with a place of business at 208 Littleton Street, Oakley, CA 94561 ("Zuddl" or "Company"). Customer's complete particulars are as set forth in the applicable Order Form. Customer and the Company may be referred to collectively as the "Parties" and individually as a "Party."

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1.DEFINITIONS

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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.
2. “Agreement” means this Terms and Conditions, together with the schedules, Order Form/s, Data Processing Addendum and annexures attached hereto, as amended, supplemented, replaced or otherwise modified from time to time, and including any other document which amends, supplements, replaces or otherwise modifies this Agreement.
3. "Authorized Representatives" means the solicitors, auditors, insurers, accountants, or other operational or service-related advisers of a Party to whom Confidential Information may be disclosed on a need-to-know basis in accordance with Clause 7.4.
4. "Confidential Information" has the meaning set forth in Clause 7.1.
5. "Data Processing Addendum" or "DPA" means the Company's Data Processing Addendum, available at https://www.zuddl.com/dpa, as updated from time to time, which governs the processing of Personal Data by the Company on behalf of the Customer in connection with the Services.

6. “Documentation” means technical documentation (as updated from time to time) for the access and use of the Platform and/or Services, including but not limited to the documentation available at https://help.zuddl.com.

7. "Fees" means, collectively, the Subscription Fee and, if applicable, the Implementation and Onboarding Fee, as detailed in the relevant Order Form, and any other amounts payable by the Customer to the Company under this Agreement.

8. “Intellectual Property Rights” or “IPR” means patents, trademarks, source code, service marks, trade names, registered and unregistered designs, trade or business names, copyright, database rights, design rights, rights in confidential information, and any other intellectual property rights regardless of registration, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which exist now or will in the future exist in any part of the world.

9. “Order Form” means the order form entered into between the Parties for Subscription to the Services in terms of this Agreement.

10. “Personal Data” means any information that identifies, relates to, describes, or could reasonably be linked to an identified or identifiable natural person, as defined under applicable data protection laws.

11. “Platform” means the Company’s proprietary unified event platform, including all associated software, applications, mobile applications, APIs, and web-based interfaces, as updated from time to time in accordance with this Agreement.

12. "Security Incident" means any confirmed unauthorized access to, or unauthorized use, disclosure, alteration, or destruction of, Customer Data or Personal Data in the Company's possession or control.

13. "Service Data" means data relating to the operation, performance, and use of the Platform that is collected or generated by the Company in connection with the provision of the Services, including access logs, system performance metrics, uptime and availability records, feature utilization statistics, and usage analytics. Service Data does not include Customer Data.

14. “Services” means (a) the grant of a limited right by the Company to the Customer, to access and use the Platform during the term of the Subscription (b) any maintenance and support services, and (c) any implementation, onboarding, professional, or onsite services, in each case as set out in the relevant Order Form(s) or Statement(s) of Work. 

15. "Service Level Agreement" or "SLA" means the service level terms, if any, attached as an exhibit to this Agreement or set forth in the applicable Order Form.

16. “Customer Data” means all data (including all text, sound, video, image files, and other content of any kind or nature) that is (a) made available to the Company by or on behalf of the Customer, or (b) otherwise collected or generated by the Company through the Platform, in each case in the process of making the Platform and Services available to the Customer and its End Users. Customer Data does not include Service Data.

17. "Subscription" means the limited, revocable, non-exclusive, non-transferable, non-assignable, and royalty-free right granted to the Customer and its End Users to access and use the Platform during the Term, in accordance with the terms of this Agreement and the applicable Order Form.

18. "Subscription Fee" means the amounts payable by the Customer to the Company for the Services, as detailed in the relevant Order Form.

19. “Term” means the term or tenure of the Subscription for provision of the Services, as agreed to pursuant to an Order Form.

20. “Territory” means the territory (if any) as agreed to in an Order Form.

21. “Users” or “End Users” means the Customer, its employees, consultants, agents and/or any other representatives or stakeholders, or any other persons authorized by the Customer to access and use the Platform.

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2. SUBSCRIPTION AND RIGHTS.

1. The Company hereby grants to the Customer the Subscription during the relevant Term and for the Territory (if any) set out in the Order Form. The Subscription is limited, non-exclusive, non-transferable (except as permitted in Section 16.8), and royalty-free.  The Customer may extend the rights granted hereunder to its Affiliates, provided that the Customer remains responsible for each Affiliate's compliance with this Agreement. The Customer and its End Users shall access and use Platform, in accordance with the terms of this Agreement and the Documentation.

2. Account Registration and Use.

1. Individual Account Requirement. Each User account on the Platform is licensed for use by a single individual only. The Customer shall ensure that each User accesses the Platform using a unique, individual email address assigned exclusively to that User. Login credentials may not be shared with any other person, and each User is responsible for maintaining the confidentiality of their credentials.

2. Prohibited Email Addresses. The Customer shall not register, or permit Users to register, accounts using group, shared, role-based, or departmental email addresses, including without limitation addresses such as info@, team@, support@, sales@, marketing@, admin@, or any email address that is accessible by or routed to multiple individuals.

3. Verification and Remediation. The Company reserves the right to verify compliance with this Section 2.2. If the Company determines that an account is being used by multiple individuals or is registered with a prohibited email address, the Company shall provide the Customer with written notice describing the suspected violation. The Customer shall have ten (10) business days from the date of such notice to cure the violation, which may include migrating the account to a compliant individual email address or ceasing to share credentials. If the Customer fails to cure the violation within the remediation period, the Company may suspend access in accordance with Section 2.6.

3. The Company reserves the right to make and publish bug fixes, software updates, additional features, enhancements and/or other modifications to the Platform from time to time, provided that the Company will not materially decrease the overall functionality of the Platform during a Term.

4. The Customer shall not access or use the Platform and/ or Services for any external benchmarking or competitive purposes. In addition to the restriction on granting unauthorized access to the Platform to any third party without the Company's prior written consent, the Customer agrees not to, directly or indirectly, grant access to the Platform and/or Services to persons engaged in a business similar or competitive to the business of the Company.

5. The Customer hereby agrees not to knowingly:

1. misrepresent itself as or impersonate any other person or cause harm to any person; or

2. host, display, upload, modify, publish, transmit, store, update or share any information that (i) infringes any third-party intellectual property rights; (ii) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact, whether or not for financial gain or to cause any injury to any person; (iii) causes incitement to the commission of any cognizable offence or prevents investigation of any offence; or (iv) is vulgar, obscene, abusive, defamatory, libelous, invasive, or unlawful, including content which is harmful to children, objectionable or results in a breach of privacy of any other person; or

3. use the Platform and/or Services (i) for any illegal or fraudulent activity or furtherance of any such activities; (b) to violate the rights of others; (c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; (d) for any content or activity that promotes child sexual exploitation or abuse; (e) to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; (f) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”); (g) in a manner that adversely affects the performance of the Platform and/or Services.

6. The Company may immediately suspend the Customer's and/or any User's access to the Platform, without prior notice, if (a) required by applicable law, or (b) the Customer or any User violates Section 2.2 (Account Registration) after expiry of the cure period, or (c) the breach poses an immediate threat to the security or integrity of the Platform or to the Company or any third party. For any other material breach of this Agreement, the Company shall provide written notice to the Customer describing the breach, and the Customer shall have ten (10) business days to cure such breach before the Company may suspend access. The Company will provide the reasons for any suspension and, to the extent practicable, reinstate access once the breach has been satisfactorily remedied.

7. The Company shall, during the Term, provide such SLA and/ or support services as set out in the Order Form.

8. Evaluation Services. The Company may offer the Platform to Customer on an evaluation basis ("Evaluation Services") until the earlier of: (a) the end of the applicable evaluation period; (b) the start date of any paid Subscription purchased pursuant to an Order Form; or (c) termination by the Company for any reason, or for no reason at all, by sending Customer notice with immediate effect. Any services, features, or functionality designated by the Company as beta, preview, or early access shall be treated as Evaluation Services under this Section 2.8. THE EVALUATION SERVICES ARE PROVIDED "AS IS" FOR LIMITED EVALUATION PURPOSES ONLY, WITHOUT WARRANTY OF ANY KIND. THE COMPANY'S TOTAL LIABILITY FOR EVALUATION SERVICES SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). Customer Data submitted during the evaluation period will be deleted within thirty (30) days following the end of the evaluation period unless Customer enters into a paid Subscription.

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3. PRICING AND PAYMENT TERMS.

1. Subscription Fee. In consideration for the payment of the Fees, the Company will provide the Services and Subscription for the relevant Term. Except as expressly set forth in this Agreement, all Fees are non-refundable and non-cancellable once an Order Form is executed. The Customer shall be responsible for any applicable taxes, duties and similar levies and impositions payable with respect to the Fees, excluding taxes based on the net income of the Company. If Customer is required by applicable law to withhold any taxes from payments to the Company, Customer shall provide the Company with an official tax receipt or other appropriate documentation to support such withholding. If Customer is exempt from any applicable taxes, Customer shall provide the Company with a valid tax exemption certificate prior to the applicable payment

2. Payment. Except as otherwise provided in the applicable Order Form, the Customer shall pay to the Company the entire amount of Fees within thirty (30) calendar days from the date of the relevant invoice, which shall be sent to the billing contact specified in the Order Form, if any. If any undisputed amount remains unpaid after the due date, the Company shall provide the Customer with written notice of such overdue amount. If the Customer fails to pay within ten (10) business days of receiving such notice, the Company shall be entitled to levy interest on the overdue amount at the rate of 1% (one percent) per month, or the maximum permitted under applicable law, whichever is lower.

3. In the event of any dispute regarding an invoice, the Customer shall notify the Company in writing within 10 (ten) days along with detailed reasons for the disputed amount. Any undisputed portion of the Fees shall remain payable. The Company shall, within 15 (fifteen) days from the date of the dispute notice, either send a revised invoice or seek resolution of the dispute in the manner set out in Clause 15 (Dispute Resolution). 

4. Additional Usage. If the Customer's use of the Platform exceeds the number of Users and/or service capacity set out in the Order Form, the Company shall provide the Customer with written notice when usage reaches 100% of the contracted limits and prior to charging any overage fees. The Company shall be entitled to raise a separate invoice or include the relevant amount payable for such additional usage, at the overage rates (if any) specified in the Order Form or, if no rates are specified, at the Company's then-current list prices for such usage, in the invoices raised for the Fees, and the Customer agrees to pay such additional fees along with the Fees. The Company will not charge the Customer for overage fees without first providing notice under this Section. Any failure or delay by the Company to raise an invoice for such additional fees within ninety (90) days of the end of the billing period in which such overage usage occurred shall not constitute a waiver, but overage fees not invoiced within such period shall be deemed waived.

5. In case the Customer fails to make the payment of any undisputed Fees or other amounts payable in terms of this Clause 3 within the cure period specified in clause 3.3, the Company shall be entitled to suspend the Services upon written notice to the Customer, until the complete payment of the outstanding amounts.

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4. DATA PROTECTION AND SECURITY

1. Personal Data and Customer Data. In the course of providing the Services, the Company may obtain access to and process Customer Data, which may include Personal Data. To the extent the Parties have executed a DPA, the terms of the DPA shall govern the processing of Personal Data by the Company on behalf of the Customer. In the absence of a DPA, the Personal Data and Customer Data shall be considered Confidential Information of the Customer and shall be protected in accordance with this Agreement and applicable Data Protection Laws. The Company shall process Customer Data solely as necessary to provide the Services to the Customer and for no other purpose without the Customer's prior written consent. The Customer shall be responsible as the controller for obtaining all approvals, consents and authority required under applicable law to provide the Company with Personal Data for processing under this Agreement.

2. Artificial Intelligence. The Company shall not use Customer Data or any Confidential Information of the Customer to train, retrain, or otherwise improve any artificial intelligence, machine learning models, systems, large language models, or algorithms of the Company or any third party without the Customer’s prior written consent in each instance. AI features deployed by the Company as part of, or in conjunction with, the Services shall not diminish the Company's privacy, security and confidentiality obligations relating to Customer Data under this Agreement.

3. Security Standards. The Company shall implement and maintain industry-standard technical and organizational security measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Upon the Customer's written request, the Company shall make available to the Customer a summary of its then-current SOC 2 Type II report or equivalent security certification. The Company shall maintain ISO 27001 certification or equivalent information security management standard for the duration of the Term.

4. Security Incidents. In the event of a Security Incident, the Company shall:

1. notify the Customer without undue delay and in any event within forty-eight (48) hours of the Company becoming aware of a potential Security Incident. Where the Company cannot provide full details within the initial notification, it shall provide a preliminary notice and supplement it with additional information as it becomes available.

2. provide the Customer with all then available details of the nature of the Security Incident, the categories of Customer Data reasonably believed to have been affected, and the measures taken or proposed to address the Security Incident; and

3. cooperate with the Customer to investigate, remediate, and assist in making any legally required notifications to regulatory authorities and individuals affected by the Security Incident.

The Company's notification of a Security Incident shall not constitute an acknowledgement of fault or liability. For the avoidance of doubt, this Section 4.4 addresses Security Incidents involving unauthorized access to or disclosure of Customer Data and is separate from the Company's service availability and outage communication process set out in the applicable SLA.

5. Data Return and Deletion. Upon the termination or expiration of this Agreement, or upon the Customer's written request, the Company shall, at the Customer's election, either securely return or delete all Customer Data in the Company's possession or control within thirty (30) days, except to the extent the Company is required to retain such data under applicable law. Where the Company retains Customer Data pursuant to a legal obligation, it shall notify the Customer and shall not process such data for any other purpose.

6. Data Processing Addendum. The terms of the Company's Data Processing Addendum, available at https://www.zuddl.com/dpa, are hereby incorporated by reference and govern the Company's processing of Personal Data included in Customer Data. In the event of any conflict between the DPA and this Agreement with respect to data privacy and data protection obligations, the DPA shall prevail.

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5. TERM AND TERMINATION

1. Term. This Agreement is effective from the date mentioned in the Order Form. The Services and Subscription shall be available and remain valid for the Term. The Term may be extended by the Parties through mutual consent in writing. 

Termination. 

1. Either Party may terminate this Agreement immediately on written notice if the other Party files or becomes subject to a petition for bankruptcy, or any proceedings related to insolvency, receivership, dissolution or liquidation in any jurisdiction.
2. Either Party may terminate this Agreement immediately on written notice if the other Party fails to cure a material breach of this Agreement within thirty (30) days of receiving written notice describing the material breach in reasonable detail, or immediately if the breach is not capable of cure. Notwithstanding the foregoing, if a Party commits a material breach of the same provision more than once in any twelve (12) month period, the non-breaching Party may terminate this Agreement immediately upon written notice without a further cure period. 
3. The Company may terminate this Agreement immediately on written notice if any regulation prohibits the Company from providing the Services or operating the Platform in the applicable Territory.
4. The Customer may terminate this Agreement on thirty (30) days' written notice if the Platform experiences material, sustained service degradation that substantially impairs the Customer's ability to use the Platform for its intended purpose, and the Company fails to restore material functionality within thirty (30) days of receiving written notice describing the degradation.

6. CONSEQUENCES OF TERMINATION

1. Operational Consequences. On the effective date of termination or expiration of this Agreement for any reason:

1. all rights granted under the Subscription shall immediately terminate, and the Customer and its Users shall cease all access to and use of the Platform;

2. the Customer shall ensure that its Users discontinue using the Platform and either return or destroy any login credentials, access keys, or other materials provided by the Company;

3. the Company shall make Customer Data available for export by the Customer for a period of ninety (90) days following the termination or expiry date, after which the Company shall delete all Customer Data in accordance with Section 4.5. The Customer acknowledges that failure to export Customer Data within this ninety (90) days period may result in permanent loss of such data.

2. Payment Obligations on Termination.

1. Termination for Customer's breach. If this Agreement is terminated by the Company for the Customer's uncured material breach under Section 5.2(b), the Customer shall promptly pay all Fees for the entire Term as set forth in the applicable Order Form, regardless of whether such Fees have been invoiced or are otherwise due at the time of termination. All Fees paid or payable prior to termination are non-refundable, and the Customer remains liable for any unpaid Fees for the remainder of the Term.

2. Termination for Company's breach or regulatory prohibition. If this Agreement is terminated by the Customer for the Company's uncured material breach under Section 5.2(b), by the Customer under Section 5.2(d) for service degradation, or by the Company under Section 5.2(c) for regulatory prohibition, the Customer shall pay all Fees accrued through the termination date, and the Company shall refund to the Customer any pre-paid Fees for the unexpired portion of the applicable Term on a pro-rata basis within thirty (30) days of the termination date.

3. Termination for bankruptcy. If this Agreement is terminated under Section 5.2(a) for bankruptcy, insolvency, receivership, dissolution or liquidation, the terminating Party shall pay all undisputed Fees accrued through the termination date. No Party shall be obligated to pay Fees for services not yet rendered, and no refund shall be owed for the services already rendered.

4. Natural expiration. If this Agreement expires at the end of the Term without renewal, each Party shall fulfil its respective payment obligations accrued as of the expiry date in accordance with Section 3.

5. In the event of any delay in payment of amounts due under this Section, interest shall accrue at the rate set forth in Section 3.3.

3. Accrued Rights and Survival. The termination or expiration of this Agreement shall not affect any rights, liabilities, or obligations of the Parties that accrued prior to such termination or expiration. The following provisions shall survive termination or expiration of this Agreement: Clause 1 (Definitions), Clause 6 (Consequences of Termination), Clause 7 (Confidential Information), Clause 8 (Customer Data), Clause 9 (Intellectual Property), Clause 10 (Disclaimer of Warranties), Clause 11 (Indemnification), Clause 12 (Limitation of Liability), Clause 14 (Governing Law and Jurisdiction), and Clause 16 (General).

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7. CONFIDENTIAL INFORMATION

1. Definition and Protection Obligations. “Confidential Information” means any information disclosed by or on behalf of a Party (the “Disclosing Party”) that is received or acquired by the other Party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, and whether or not marked or identified as confidential. For clarity, Customer Data shall be deemed Confidential Information of the Customer, and all proprietary technical and business information of the Company (including the Platform, pricing, product roadmap, and customer lists) shall be deemed Confidential Information of the Company. The Receiving Party: (i) shall use the Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement; and/ or (ii) shall not disclose Confidential Information to any third party except as expressly provided in this Clause 7; (iii) shall not remove or circumvent security or technological safeguards, or any notices or disclaimers provided with Confidential Information; and (iv) shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

2. Duration. The obligations of the Receiving Party under this Clause 7 shall remain in effect during the Term and for a period of three (3) years following termination or expiration of this Agreement, except that Confidential Information constituting a trade secret shall be protected for as long as it remains a trade secret under applicable law.

3. Exceptions. The foregoing confidentiality obligations shall not apply to the extent that:

1. the Receiving Party can demonstrate through written records that it possessed such Confidential Information prior to disclosure by the Disclosing Party, without any obligation of confidentiality.

2. such Confidential Information is in the public domain at the Effective Date or at a later date comes into the public domain, other than as a result of breach of this Agreement;

3. the Receiving Party obtains or has available such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;

4. the Receiving Party can show such Confidential Information was independently developed by it otherwise than in connection with this Agreement; or

5. such Confidential Information is required to be disclosed by any applicable law or by judicial process to any court, tribunal or governmental authority to whose jurisdiction Receiving Party is subject to or with whose instructions it is customary to comply, in which case before the Receiving Party discloses any such Confidential Information, it shall (to the extent practicable and permitted by law) inform the Disclosing Party of the full circumstances thereof and the specific Confidential Information required to be disclosed to enable the Disclosing Party to take appropriate steps (including seeking an injunction or protective or similar order) to avoid or limit disclosure.

4. Permitted Disclosures. Each Party may disclose Confidential Information to its employees, Affiliates, subcontractors, solicitors, auditors, insurers, accountants or other operational or service-related advisers (“Authorized Representatives”) only on a need- to-know basis and only to the extent necessary for the performance of its obligations or exercise of its rights under this Agreement. The Receiving Party shall take appropriate steps to bind its Authorized Representatives to confidentiality obligations at least as protective as those contained in this Clause 7. The Receiving Party shall be responsible and liable for any breach of the confidentiality obligations in this Clause 7 either by itself or by its Authorized Representatives.

5. Use Restrictions. Except as expressly permitted by this Agreement, neither Party shall, in any manner, directly or indirectly use, incorporate, modify, or adapt the Confidential Information of the other Party or create any derivative works thereof, without the express written permission of the Disclosing Party. If a Party is unsure whether information constitutes Confidential Information, it shall treat such information as Confidential Information unless informed in writing to the contrary by the Disclosing Party.

6. Ownership. The Receiving Party acknowledges and agrees that all Confidential Information is and shall remain the property of the Disclosing Party, and the Receiving Party and its Authorized Representatives shall not be entitled to use such Confidential Information or make copies (whether in physical or electronic form) thereof except as expressly permitted by this Clause 7. Nothing contained in this Agreement shall be construed as granting or conferring any license or other rights to the Confidential Information of the Disclosing Party.

7. Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's election, either return or securely destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control, except (a) as required to be retained by applicable law, in which case the Receiving Party shall notify the Disclosing Party and shall continue to protect such Confidential Information in accordance with this Clause 7, or (b) for archival copies retained in accordance with the Receiving Party's standard backup and disaster recovery procedures, provided such copies are not accessed or used and are deleted in the ordinary course of the Receiving Party's retention policies. Upon request, the Receiving Party shall certify in writing to the Disclosing Party that it has complied with the requirements of this Section 7.7.

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8. CUSTOMER DATA AND SERVICE DATA

1. Ownership and Usage Rights. All rights, title, and interest in and to the Customer Data shall remain with the Customer. For clarity, the Company's creation of analytics, reports, or aggregated insights from Customer Data does not transfer ownership of Customer Data to the Company, and the Customer retains all rights to its underlying data. The Company retains ownership of its analytics tools, algorithms, and Platform features used to generate such outputs. The Company shall process, store, and use Customer Data solely as necessary to provide the Services to the Customer and to fulfill the Company's obligations under this Agreement. The Company shall use, track, store, and utilize Service Data to improve and modify the Platform and its features, performance, reliability, and for related operational purposes. To the extent Service Data contains information from which the identity of Customer, Customer Data, its Affiliates, or any of its or their Users, products, or services could reasonably be identified or derived, the Company shall de-identify or aggregate such data before using it for any purpose other than (a) providing the Services to Customer, (b) maintaining and securing the Platform, or (c) responding to Customer support requests. Upon termination or expiration of this Agreement, the Company shall return or delete Customer Data in accordance with Section 4.5.

2. Data Protection Framework. The Company's processing of Personal Data contained in Customer Data shall be governed by (a) the DPA, where applicable, and (b) the Company's privacy policy, available at the Company's website, as updated from time to time. In the event of any conflict between the DPA and the privacy policy, the DPA shall prevail. If for any reason the DPA does not apply, the processing of Personal Data shall be governed by this Agreement and the Company's privacy policy, and the Company shall process Personal Data in accordance with applicable Data Protection Laws.

3. Service Data. The Company may use Service Data to operate, maintain, improve, and support the Platform and Services. To the extent Service Data contains information from which the identity of Customer, its Affiliates, or any of its or their Users, products, or services could reasonably be identified or derived, the Company shall de-identify or aggregate such data before using it for any purpose other than (a) providing the Services to Customer, (b) maintaining and securing the Platform, or (c) responding to Customer support requests.

9. INTELLECTUAL PROPERTY

1. Company Intellectual Property. The Platform, together with all updates, modifications, and enhancements thereto, along with all associated rights, remains the property of the Company and its licensors/ assigns. The Company and its licensors own and retain all rights, title and interest, in and to the Intellectual Property Rights, in the Platform and all copies or portions, source codes and any derivative works thereof.

2. Feedback. Any feedback, suggestions, enhancement requests, recommendations, or other input voluntarily provided by the Customer to the Company through the Company's designated feedback channels (such as product feedback forms, feature request portals, or direct communications with the Company's product team)  relating to the Platform and/or the Services, data pertaining to usage, etc., ("Feedback") may be used by the Company. To the extent necessary, the Customer hereby grants to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose, including incorporating Feedback into the Platform or other Company products and services. For clarity: (a) Feedback is provided by the Customer on an "AS IS" basis without any warranty; (b) the Customer has no obligation to provide Feedback; (c) this Section does not grant the Company any license under the Customer's patent rights; (d) this Section does not apply to any information that (i) the Customer designates in writing as "Confidential" or "Not for Product Use" at the time of disclosure, or (ii) is disclosed by the Customer in the context of support requests, troubleshooting, or account management rather than product feedback and (e) the Company shall not publicly disclose the Customer as the source of any Feedback without the Customer's prior written consent.

3. Third-Party IP Claims. Notwithstanding anything contained herein, if the Customer’s use of the Platform hereunder is, or in the Company’s reasonable opinion is likely to be, enjoined due to any alleged or actual infringement of any third party’s IPR, the Company may, at its sole option and expense: (a) procure for the Customer the right to continue using the Platform under the terms of this Agreement; (b) replace or modify the infringing part/s of the Platform so that it is non-infringing and substantially equivalent in function to the enjoined Platform; or (c) if options (a) and (b) above cannot be accomplished despite Company’s reasonable efforts, then the Company may terminate the Customer’s rights under this Agreement and provide a pro-rata refund to the Customer of any pre-paid Fees for the unexpired portion of the applicable Term.

4. Acknowledgment. The Customer acknowledges that the Platform and Services are “work” for the purposes of copyright laws and embody valuable, confidential, trade secret information of the Company, the development of which requires the expenditure of substantial time and money.

5. Restrictions on Use. Except to the extent expressly permitted by this Agreement or required by applicable law, the Customer shall not reverse engineer, decompile, disassemble, modify, or create derivative works of the Platform or any component thereof, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform. Neither the grant of the Subscription hereunder nor the execution of this Agreement shall be construed as a grant, express or implied, to any right or interest in or to the, Platform or any Intellectual Property Rights therein, except for the limited rights expressly granted in Section 2.1.

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10. DISCLAIMER OF WARRANTIES

1. Limited Warranty. The Company represents and warrants that: (a) the Company will provide the Services in a professional and workmanlike manner in accordance with industry standards; (b) the Platform will perform materially in accordance with the Documentation; and (c) the Company will not materially decrease the overall functionality of the Platform during a Term, as set forth in Section 2.2. If the Company materially breaches any warranty in this Section 10.1, the Customer shall provide written notice describing the breach, and the Company shall use commercially reasonable efforts to remedy the breach within thirty (30) days. If the Company is unable to remedy the breach within such period, the Customer may terminate the affected Order Form in accordance with Section 5.2(b) and receive a pro-rata refund of pre-paid Fees for the remaining Term in accordance with Section 6.2(b).

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10.1, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

2. Conditions. All warranties contained in this Clause 10 are conditional upon all Fees and any other undisputed amounts due for the Services having been paid to the Company in full as and when due. For clarity, the warranties in this Clause 10 shall not be suspended or voided due to (a) any amounts that are the subject of a good faith dispute raised in accordance with Section 3.4, or (b) any failure to pay that is cured within ten (10) business days after the Customer's receipt of written notice of such non-payment from the Company.

3. Security Disclaimer. The Customer acknowledges that no security system or data transmitted over the internet can be guaranteed to be 100% secure, and that the Company does not guarantee that the Platform or Customer Data will be free from unauthorized access, Security Incidents, or other security vulnerabilities. The Company's obligations with respect to security are limited to those expressly set forth in Section 4 (Data Protection and Security) and any applicable SLA.

11. INDEMNIFICATION

Company Indemnification.

The Company shall defend, indemnify, and hold harmless the Customer and its Affiliates, directors, officers, employees, and agents from and against any and all third-party claims, demands, proceedings, losses, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) ("Claims") arising from or relating to:

1. the Company's fraud, gross negligence, or willful misconduct.
2. any allegation that the Platform or Services, as provided by the Company and used in accordance with this Agreement, infringe, misappropriate, or otherwise violate any third-party Intellectual Property Rights.
3. the Company's breach of its obligations under Section 4 (Data Protection and Security), Section 7 (Confidential Information), or Section 8 (Customer Data and Service Data);
4. the Company's violation of applicable laws in connection with its performance of obligations under this Agreement; or
5. any Security Incident arising from the Company's acts or omissions.

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Customer Indemnification.

The Customer shall defend, indemnify, and hold harmless the Company and its Affiliates, directors, officers, employees, and agents from and against any and all third-party Claims arising from or relating to:

1. the Customer's or any End User's fraud, gross negligence, or wilful misconduct;
2. any allegation that Customer Data, or the Company's use thereof in accordance with this Agreement and the Customer's instructions, infringes, misappropriates, or otherwise violates any third-party Intellectual Property Rights;
3. the Customer's or any End User's use of the Platform or Services in violation of this Agreement, including breach of the Acceptable Use Policy in Section 2.5 or the Account Registration requirements in Section 2.2;
4. the Customer's violation of applicable laws or regulations in connection with its use of the Platform or Services; or
5. the Customer's breach of its representations and warranties in Section 13.3.

The foregoing indemnification obligations shall not apply to the extent such Claim arises from the Company's breach of this Agreement, gross negligence, or wilful misconduct.

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Indemnification Procedure.

1. Notice. The indemnified party shall promptly notify the indemnifying party in writing of any Claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations hereunder except to the extent the indemnifying party is materially prejudiced by such delay.

2. Control of Defence. The indemnifying party shall have the right to control the defence and settlement of any Claim, provided that the indemnifying party shall not settle any Claim in a manner that admits fault on behalf of the indemnified party, imposes any obligation on the indemnified party, or adversely affects the indemnified party's rights, without the indemnified party's prior written consent.

3. Cooperation. The indemnified party shall reasonably cooperate with the indemnifying party in the defence of any Claim, at the indemnifying party's expense.

4. Independent Remedies. The indemnification rights under this Clause 11 are independent of, and in addition to, such other rights and remedies each Party may have under this Agreement or under law or in equity or otherwise, including the right to seek injunction, specific performance, rescission, restitution, or other equitable relief, none of which rights or remedies shall be affected or diminished thereby.

12. LIMITATION OF LIABILITY

1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR DAMAGES FOR loss of business profits, business interruption, loss of revenue, loss of business information, loss of data, loss of goodwill, or any other pecuniary loss), ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

2. Cap on Direct Damages. EXCEPT AS SET FORTH IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO THE COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY 

3. Exceptions. The limitations set forth in Sections 12.1 and 12.2 shall not apply to:

1. either Party's fraud, willful misconduct, or gross negligence.

2. either Party's breach of its confidentiality obligations under Clause 7.

3. either Party's breach or infringement of the other Party's Intellectual Property Rights.

4. either Party's indemnification obligations under Clause 11.

5. the Company's breach of its obligations with respect to Customer Data or Personal Data under Clause 4 (Data Protection and Security) or Clause 8 (Customer Data and Service Data), including violations of applicable Data Protection Laws; or 

6. violation of any applicable laws.

7. either Party's violation of applicable laws in connection with its performance of obligations or exercise of rights under this Agreement; or

8. damages arising from a Party's violation of Section 2.2 (Account Registration) where such violation involves intentional credential sharing with competitors or unauthorized third parties.

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13. REPRESENTATIONS AND WARRANTIES

1. Mutual Representations. Each Party, in respect of itself, hereby represents and warrants as follows:

1. Organization: It is duly incorporated and validly existing and registered in accordance with the applicable laws.

2. Authority: It has full corporate or other organizational power and authority to execute and deliver, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by it have been duly and validly authorized by all necessary corporate action.

3. Binding Effect: This Agreement has been duly executed and delivered by the Party, and constitutes legal, valid, and binding obligations of the Party, enforceable in accordance with its terms.

4. No Violation: The execution, delivery, and performance of this Agreement, will not (i) violate or conflict with any provision of its constitutional documents, (ii) violate or conflict with any applicable law or permit, consents, or authorizations, applicable to the Party, or (iii) constitute a breach of or under any contract, agreement, arrangement, or judgement to which the Party is a Party.

5. No Proceedings: To the knowledge of the Party, except as disclosed in writing, that there is no proceeding or litigation by any person pending or threatened against the Party that would be reasonably likely to result in monetary damages, injunctive relief, or the taking of any other action that would be reasonably expected to (in any of the foregoing cases) impair the ability of the Party to perform its obligations under this Agreement.

6. Consents: It is not required to (i) obtain any authorization, or waiver, of, (ii) make any filing or registration with, or (iii) give any notice to, any authority in connection with or as a condition to the execution, delivery, and performance of this Agreement.

7. Continuing Obligations: Each Party shall immediately inform the other Party upon any of the aforesaid representations or warranties (as applicable to such Party) becoming incorrect, or misleading.

2. Company-Specific Representations. The Company further represents and warrants to the Customer that:

1. Compliance with Laws. The Company will comply with all applicable laws, regulations, and rules in connection with performing its obligations under this Agreement.
2. Malware Protection. The Company will employ industry-standard measures to protect the Services and Customer against software viruses, Trojan horses, worms, or other malicious programs or code.
3. Authorization to Provide Services. The Company has all necessary rights, licenses, and permissions to provide the Services and to grant the Subscription to the Customer as contemplated by this Agreement.

3. Customer-Specific Representations. The Customer further represents and warrants to the Company that:

1. Lawful Use. The Customer will use the Platform and Services in compliance with all applicable laws and regulations and the terms of this Agreement.
2. Customer Data Rights. The Customer has all necessary rights, consents, and authority to provide Customer Data to the Company for processing in accordance with this Agreement, and such provision and processing will not violate any third-party rights or applicable Data Protection Laws.

4. No Other Representations. No employee, agent, or representative of either Party is authorized to make any representation, warranty, or commitment on behalf of such Party except as expressly set forth in this Agreement. Each Party acknowledges that it has not relied on any representation, warranty, or commitment not expressly set forth in this Agreement.

14. GOVERNING LAW AND JURISDICTION

1. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles that would result in the application of the law of any other jurisdiction.

DISPUTE RESOLUTION

1. Informal Resolution. The Parties agree that they will discharge their obligations in utmost good faith. Before initiating any formal dispute resolution proceeding, the Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, difference or claim raised, arising out of or in connection with this Agreement including the construction, validity, execution, performance, termination or breach hereof (a “Dispute”). If the Parties are unable to, reach a resolution within 21 (Twenty One) days of one Party notifying the other of the Dispute in writing, such Dispute may be settled by the manner provided in Section 15.2.

2. Exclusive Jurisdiction and Venue. Each Party irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the state and federal courts located in the County of Contra Costa, State of California , for any actions, suits or proceedings arising out of or relating to this Agreement  (and agrees not to commence any litigation relating thereto except in such courts); (b) waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim that such litigation has been brought in an inconvenient forum and (c) waives any right to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement 

3. Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR, RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS KNOWING, VOLUNTARY, AND MADE AFTER CONSULTATION WITH LEGAL COUNSEL (OR THE OPPORTUNITY TO DO SO).

GENERAL

1. Marketing. Customer grants the Company right to use its company name and logo as a reference for marketing or promotional purposes on the Company’s website or disclosures with its existing or potential customers and investors, subject to Customer’s standard trademark usage guidelines, if any, as provided to the Company from time to time. Customer may send an email to the Company at marketing@zuddl.com if it does not wish to be used for marketing or promotional purposes.

2. Entire Agreement. These Terms and Conditions, together with all Order Forms, the DPA, any SLA (if applicable), and any Statements of Work executed pursuant hereto, constitutes the "Agreement" and is the entire agreement and understanding between the Parties with respect to the subject matter of and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions between the Parties, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed Authorized Representatives of both the Parties. In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply: (i) applicable Order Form or Statement of Work; (ii) DPA; (iii) Exhibits; (iv) the body of these Terms and Conditions. 

3. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. If any such provision is held invalid or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that achieves, to the extent possible, the original intent of the invalid provision.

4. Injunctive Relief. Each Party acknowledges that a breach or threatened breach of Clause 7 (Confidential Information), Clause 8 (Customer Data and Service Data), Clause 9 (Intellectual Property), or Section 2.2 (Account Registration) may cause irreparable harm to the other Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief or other equitable remedies to prevent or remedy such breach, without the necessity of posting a bond or proving actual damages.

5. Cumulative Remedies. The remedies provided in this Agreement are cumulative and shall not exclude any other remedies to which a Party may be lawfully entitled under this Agreement, at law, or in equity.

6. No Third-Party Beneficiaries. No third party shall be deemed to be an intended or unintended third-party beneficiary of this Agreement or have any right to enforce any of the terms of this Agreement or any documents entered into pursuant to it, except as expressly provided herein

7. Waiver. No waiver, modification, or amendment of any term, condition or provision of this Agreement shall be valid, or of any force or effect, unless made in writing, and executed by authorized representatives of Parties, and specifying with particularity the nature and extent of such waiver, modification, or amendment, except as expressly provided in Section 16.16 (Modifications). Any such waiver, modification or amendment in any instance or instances shall, in no event, be construed as a general waiver, abandonment, modification or amendment of any of the terms, conditions or provisions of this Agreement, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8. Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either Party without the other Party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either Party may assign this Agreement and all Order Forms under this Agreement upon written notice without the other Party’s consent to an Affiliate or to such Party’s successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party, provided that the applicable Affiliate or successor in interest assumes all rights and obligations under this Agreement. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

9. Notice. All notices, consents, waivers and any other communications required or permitted  under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the Party to be notified; (ii) one (1) business day after being sent by email to the email address specified in the applicable Order Form, with confirmation of delivery or read receipt; (iii) five (5) days following deposit into a nationally recognized postal service (certified or registered mail, return receipt requested); or (iv) one (1) business day after deposit with an internationally recognized overnight courier, with written verification of receipt. Notices shall be sent to the addresses and email addresses specified in the applicable Order Form (or to such other address or email address as either Party may notify to the other Party from time to time in accordance with this section)

10. Independent Contractors. The Parties are each independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party may bind the other contractually.

11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 

12. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond such Party’s reasonable control, including without limitation, outbreak of an epidemic or pandemic, war, terrorism, acts of God, acts of government, labor disputes, or failures of third-party telecommunications or hosting providers (each, a “Force Majeure Event”). The Party affected by a Force Majeure Event shall (a) promptly notify the other Party of the Force Majeure Event and its expected duration and impact, and (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable. If a Force Majeure Event prevents or delays performance for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other Party, and the consequences of termination set forth in Section 6.2(b) shall apply (payment for services received through termination, pro-rata refund of prepaid fees for the unexpired portion).

13. Limitation of Claims. Any claim or cause of action arising out of or related to this Agreement or the Services must be filed within two (2) years after such claim or cause of action arose, regardless of when the claimant knew or should have known of the facts giving rise to the claim. Any claim not filed within such period shall be permanently barred. This limitation applies to the fullest extent permitted by applicable law.

14. Modifications. The Company may update these Terms and Conditions from time to time. Material changes will be posted on the Company's website with a revised "Last Updated" date at least thirty (30) days before taking effect. Continued use of the Services after the effective date constitutes acceptance. If Customer does not agree, Customer may terminate this Agreement in accordance with Section 5.

For Agreements signed before 1st March 2026 the "https://www.zuddl.com/terms" shall be applicable