Zeitview Terms and Conditions
GENERAL TERMS AND CONDITIONS
October 8, 2025
1. Introduction
1.1 Scope and Structure. The Agreement applies to services provided by Zeitview to Customer and consists of these General Terms and Conditions, Services Addenda, Orders and Statements of Work.
1.2 General Terms and Conditions. These General Terms and Conditions contain terms and conditions that are generally applicable to all services provided by Zeitview to Customer under the Agreement.
1.3 Services Addenda. Services Addenda contain supplemental terms and conditions applicable to certain categories of services. Services Addenda incorporated into this Agreement on the Effective Date are:
Exhibit A: Software as a Service Addendum
The Parties may add Services Addenda to this Agreement by written amendment after the Effective Date.
1.4 Orders. Orders will contain applicable Zeitview services and Fees and any related Statements of Work and supplemental terms and conditions applicable to specific orders for services. Orders are Customer purchase orders that are accepted by Zeitview.
1.5 Precedence. In the event of a conflict between these General Terms and Conditions and: (a) a Services Addenda, the Services Addenda shall control; (b) an Order, the Order shall control, but only with respect to the applicable services in that Order. In the event of a conflict between a Services Addenda and an Order, the Order shall control, but only with respect to the applicable services in that Order. These General Terms and Conditions, the Services Addenda and the Orders, as applicable, shall control over any conflict with a Statement of Work.
1.6 Purchase Order Requirement. Customer shall purchase services described in each Order and/or Statement of Work under this Agreement by issuing a purchase order or similar ordering document (“Purchase Order”) indicating specific services, part numbers, quantity, unit price, total purchase price, instructions, requested dates, bill-to address, tax exempt certifications, if applicable, and contract reference. No contingency contained on any Purchase Order shall be binding upon Zeitview. The terms of this Agreement shall apply, regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Zeitview, and any such additional or conflicting terms are deemed rejected by Zeitview.
1.7 Customer and Affiliate Orders. Customer may purchase services from Zeitview by placing one or more electronic or written Orders with Zeitview. Customer Affiliates may purchase services from Zeitview by placing one or more electronic or written Orders with Zeitview provided that Customer remains jointly and severally liable for any services purchased by its Affiliates – for Orders by Customer Affiliates, references in the Agreement to “Customer” shall mean both the Customer and the Customer Affiliate. All Orders are subject to approval by Zeitview (including credit approval) and are governed by the terms and conditions of this Agreement. Each Order, if written, must be signed by an authorized representative. All Orders must be sent (including by electronic transmission) to Zeitview and include the specific services being ordered, the applicable fees, the bill-to address, any tax exemption certifications and tax registration numbers (where applicable), a reference to this Agreement, and any other special instructions
2. Definitions. The following defined terms are used throughout this Agreement. Additional terms may be defined in Services Addenda and Statements of Work.
2.1 “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where “control” means ownership of at least fifty (50) percent of the equity having the power to vote on or direct the affairs of the entity.
2.2 “Confidential Information” means any confidential, trade secret or other proprietary information disclosed by a Party or a Party’s Affiliate related to its business that is designated as “confidential” or which a reasonable person knows or should understand to be confidential, regardless of the form of disclosure and whether of a technical, business or financial nature, including but not limited to processes and methods, product design and details of operation, product plans, prototypes, schedules, results, reports, computer programs, databases, compilations of data, engineering activity, manufacturing activity, analytical methods, strategies, and the like, but excluding information that: (i) is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is rightfully disclosed to the receiving Party by a third-party, free of any obligation of confidentiality; (iv) is developed by the receiving Party independently and without reference to the disclosing Party’s Confidential Information, or (v) is rightfully disclosed pursuant to the applicable laws or regulations, or rules of any stock exchange, or orders of the court or other government authorities with notice to the disclosing Party.
2.3 “Customer Data” means all data about Customer that Zeitview acquires, develops, or derives in connection with performance under this Agreement. Such customer data may include, without limitation, any personally identifying information relating to Customer’s personnel or customers, or any other information that, either individually or when combined with other information could be used to identify a particular individual, which information is not generally available to the public. Customer Data does not include data sets from which all personally identifiable information and Customer-specific details have been removed (“Anonymized Data Sets”).
2.4 “Documentation” means user manuals, training materials, service descriptions and specifications, technical manuals, supporting materials and other documentation relating to services offered by Zeitview, which Zeitview customarily makes available to its customers.
2.5 “Fees” means all amounts payable to Zeitview by Customer for services provided under this Agreement, as set forth in an Order or Statement of Work. If Zeitview provides a Fees quote or proposal in writing to Customer for certain services that is accepted by the Customer, then the Parties will ensure that the Fees for those services that are stated in an Order or SOW shall be consistent with that quote or proposal.
2.6 “Intellectual Property” and “Intellectual Property Rights” mean all industrial and intellectual property including, without limitation, patents, patent applications, invention registrations, and all other rights in inventions, copyrights in published and unpublished works, whether registered or unregistered, know-how, trade secrets, and confidential and proprietary information, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.
2.7 “Order” means: any document identified as an Order that contains Fees for Zeitview’s services and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services, and references this Agreement.
2.8 “Products” means only those Zeitview products listed in the proposal provided by Zeitview to Customer.
2.9 “Services” means only those Zeitview services as listed in the proposal provided by Zeitview to Customer.
2.10 “Statement of Work” or “SOW” means any document describing services to be provided by Zeitview that is identified as a Statement of Work that references this Agreement and is executed by the Parties or is attached to an Order that is executed by the Parties.
2.11 “Territory” means the country in which Zeitview delivers services to Customer.
3. Term and Termination.
3.1 Term. This Agreement will be effective from the Effective Date and will continue for one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically continue for one (1) year terms (each a “Renewal Term” and, together with the Initial Term, the “Term”) thereafter unless either Party gives written notice to the other not less than sixty (60) days prior to the end of the then current Term that this Agreement will terminate at the end of the then current Term. Notwithstanding the foregoing, this Agreement may be terminated according to the provisions of this Section 3.2 (Termination).
3.2 Termination. Either Party may terminate this Agreement by providing the other Party with written notice if the other Party: (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings; or (ii) commits a material breach of this Agreement that remains uncured for thirty (30) days following delivery of written notice of such breach. Zeitview may terminate this Agreement by providing Customer with written notice upon a sale of all or substantially all the assets of Customer, any merger, consolidation or acquisition of Customer with, by or into another corporation, entity or person, or any change in the ownership of more than fifty percent (50%) of the voting capital stock of Customer in one or more related transactions. Any notice of breach must specify: (a) the nature of the breach; and (b) the specific act or acts that the non-breaching Party contends would correct such breach. For the avoidance of doubt, Customer’s failure to pay invoices timely will be deemed a material breach of this Agreement. If Customer fails to pay Zeitview in accordance with this Agreement, Zeitview shall have the right to terminate this Agreement without additional notice and shall be under no obligation to perform additional services for Customer.
3.3 Effect of Termination. Where the Agreement is terminated pursuant to Section 3.1 (Term), any SOWs and Orders remaining in-progress as at the expiration date of this Agreement shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until the SOWs and Orders are completed. Where the Agreement is terminated pursuant to Section 3.2 (Termination), upon the effective date of termination: (a) Zeitview may immediately cease providing services to Customer; (b) any and all payment obligations of Customer under this Agreement for services performed on or before the effective date of termination will become and payable in accordance with this Agreement. Within thirty (30) days after the effective termination date, each Party shall return all Confidential Information of the other Party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirements. Any Confidential Information retained for such record keeping requirements shall remain subject to the confidentiality provisions set forth herein for so long as such information is retained. Additional effects of termination may be set out in each Services Addenda or SOW.
4. Fees, Invoicing, Payment, and Taxes
4.1 Fees. Fees for services are set forth in the applicable Order or Statement of Work. Unless otherwise provided in an applicable Services Addenda, Order, or Statement of Work, Fees for services are in US dollars and valid for ninety (90) days from the effective date of the Order or Statement of Work.
4.2 Invoicing. Zeitview will invoice Customer for services in accordance with the applicable Services Addenda, Order or Statement of Work. Zeitview will issue invoices to Customer via email to an email address, which Customer shall designate.
4.3 Payment. Customer must pay each invoice within thirty (30) days of the invoice issuance date. Payment must be made in US dollars, unless otherwise specified in the applicable Services Addenda, Order, or Statement of Work and made by electronic transfer to a bank account designated by Zeitview.
4.4 Invoice Disputes. Customer shall notify Zeitview in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the original invoice date. Invoices for which no such timely notification is received shall be deemed accepted by Customer as true and correct, and Customer shall pay all amounts due under such invoices within the period set forth in Section 4.3 (Payment). The Parties shall seek to resolve all disputes regarding invoices expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 12 (Disputes). Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute including, without limitation, payment by Customer of all undisputed amounts due and payable under this Agreement. Disputed amounts that are resolved to be paid by Customer to Zeitview must be paid by Customer to Zeitview on the later of: (a) the applicable invoice payment date in accordance with Section 4.3 (Payment); or (b) if the dispute is resolved after the applicable invoice payment date in accordance with Section 4.3 (Payment), immediately following the resolution of the dispute or on or before such other date as mutually agreed by the Parties in writing as part of the resolution. In the event Customer withholds payment in respect of undisputed amounts, Zeitview may, without waiving any other rights or remedies to which it may be entitled, decide: (a) not to provide additional services to Customer, (b) not to accept Purchase Orders from Customer; and/or (c) to seek collection of all amounts due including reasonable legal fees and costs of collection.
4.5 Late Payment. Except for invoiced payments that Customer has timely disputed, all late payments shall bear interest at the lesser of the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Zeitview for all reasonable costs incurred in collecting any late payments including, without limitation, attorney fees. In addition to all other remedies available under this Agreement or at law (which Zeitview does not waive by the exercise of any rights hereunder), Zeitview shall be entitled to suspend the provision of any services if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.
4.6 Right to Sell Receivables. Customer agrees that Zeitview is entitled to sell and assign amounts due by Customer related to an undisputed invoice to any third party. Customer agrees to promptly sign all such documents, and take all such further actions, as Zeitview may reasonably request from time to time to facilitate and/or evidence such sale and assignment.
4.7 No Setoff. Customer shall not withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Zeitview, whether relating to Zeitview’s breach, bankruptcy, or otherwise.
4.8 Taxes. All prices are exclusive of any taxes, however designated, including without limitation sales or use, goods and services, valued added, consumption or other similar fees or taxes imposed on it with respect to the payments due to Zeitview under this Agreement. Customer shall be responsible for and pay on a timely basis any taxes imposed on it related to services provided by Zeitview pursuant to this Agreement (except for taxes based on Zeitview’s net income) or shall present Zeitview with an exemption certificate or direct pay permit authorized by the relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice. The Parties agree to fully cooperate with one another regarding taxes and any related issues arising from this Agreement and to use reasonable efforts to make use of any lawful reliefs or exemptions that could apply. If Customer determines that any income tax withholding from any payment is required, Customer shall immediately notify Zeitview in writing of the potential for such withholding tax, and shall cooperate with Zeitview in good faith before undertaking any such withholding so as to reduce or eliminate any potential withholding tax obligation to the greatest extent possible. Where any withholding taxes are required by law, Customer shall gross up the payment to Zeitview such that, after the tax has been deducted or withheld, Zeitview receives the same amount as it would have been entitled to receive without any such requirement to make a deduction or withholding. Customer shall indemnify and hold Zeitview and its Affiliates harmless from any tax liability assessed against Zeitview or its Affiliates but rightfully owed by Customer arising from or related to transactions relating to this Agreement.
4.9 All Fees shall be non-cancellable and all sums paid by Customer are non-refundable
5. Warranties and Disclaimers
5.1 Warranties. The services are provided on an “as is” basis, and customer’s use of the services is at its own risk. Zeitview will, however, use commercially reasonable efforts to provide services with reasonable skill and care pursuant to the terms and conditions of this Agreement and applicable Services Addenda, for Customer’s own internal or personal purposes. The warranties relating to particular services provided by Zeitview under this Agreement are set forth in the applicable Services Addenda.
5.2 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY ZEITVIEW UNDER SECTION 5.1 (WARRANTIES), ZEITVIEW MAKES NO WARRANTY OF ANY KIND RELATING TO THE SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL: (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT; AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD STATED IN THE APPLICABLE SERVICE ADDENDA. ZEITVIEW AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT OR REPRESENT THAT SERVICES WILL BE FREE FROM BUGS, ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE OR SATISFY A PARTICULAR PURPOSE. ZEITVIEW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION VIA CUSTOMER OR THIRD-PARTY WAN, CELLULAR OR OTHER PUBLIC COMMUNICATIONS OR BROADBAND SYSTEMS (INCLUDING OUTAGES, DISCONTINUANCE, DEVICE NON-REACHABILITY, LOSS OR INACCURATE READING) OR FOR ANY CONSEQUENCES, LOSSES, OR DAMAGES ARISING FROM ACTS OR OMISSIONS OF THE CUSTOMER OR ANY CUSTOMER AFFILIATE OR THIRD PARTY. THESE DISCLAIMERS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT.
6. Representations.
6.1 Each Party has the legal right, authority and power to enter into this Agreement, to extend the rights granted or to be granted to the other in this Agreement, and to fully perform its obligations hereunder and has not made and will not make any commitments to others in conflict with or in derogation of such rights or this Agreement.
6.2 Each Party will adhere in all material respects to all applicable laws, rules, and regulations when performing this Agreement.
6.3 Customer represents and warrants that Customer’s services, products, materials, data, and information used by either Party in connection with this Agreement as well as Customer’s and its Affiliates and each of their permitted customers’ and users’ use of Zeitview’s services does not and will not during the term of this Agreement operate in any manner that would violate any applicable law, rule or regulation.
6.4 Customer warrants and represents that, during the Term of this Agreement: (a) it has the legal right and authority to grant Zeitview access to view, store, and use the Customer Data to provide services; and (b) Zeitview’s transmission, use and storage of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third-party.
6.5 Customer acknowledges that: (i) Zeitview does not review the information collected during performance of Zeitview’s services and exercises no control over the content of the information passing through the Customer’s websites or other channels within the control of Customer; and (ii) it is the sole responsibility of Customer to ensure that the information it transmits and receives complies with all applicable laws and regulations.
6.6 In the event of any failure to comply, or reasonably anticipated potential failure to comply, with any of Customer’s representations, warranties or responsibilities, Zeitview will have the right to temporarily or permanently suspend or cancel any services including where it is considered necessary by Zeitview to prevent any harm to Zeitview or its business. Such right is in addition to any other remedies available to Zeitview at law or in equity.
7. Third Party Claims. Each Party will defend the other Party from and against unaffiliated third-party claim, action, cause of action, or demand for damages, cost or expense (including reasonable attorney’s fees) or other relief arising from personal bodily injury, death, or damage to tangible personal property or real property, and will indemnify the other Party from resulting settlements approved by the defending Party and final judgments entered against the other Party, to the extent caused by the negligence of the defending Party.
8. Intellectual Property.
8.1 Zeitview Intellectual Property. Subject to the limited rights expressly granted by Zeitview to Customer under this Agreement during the Term, Zeitview reserves all rights, title and interest in and to all of its Intellectual Property and, as between the Parties, Zeitview owns all rights, title and interest in and to its Confidential Information and the services and related technology and deliverables provided by Zeitview under this Agreement. Customer acknowledges and agrees that it does not acquire any Intellectual Property or other proprietary rights in or relating to the services, Zeitview’s Confidential Information or any derivative work thereof. Customer agrees it will not refute or otherwise challenge Zeitview’s ownership of its Intellectual Property Rights.
8.2 Customer Intellectual Property. Subject to the limited rights expressly granted by Customer to Zeitview under this Agreement during the Term, Customer reserves all rights, title and interest in and to all of its Intellectual Property and, as between the Parties, Customer owns all right, title and interest in and to its Confidential Information and Customer Data. Zeitview acknowledges and agrees that it does not acquire any Intellectual Property or other proprietary rights in or relating to the Customer Data, Customer Confidential Information or any derivative work thereof. Zeitview agrees it will not refute or otherwise challenge Customer’s ownership of its Intellectual Property Rights.
8.3 Customer Data. Customer, and not Zeitview, is entirely responsible for the Customer Data. Zeitview does not control and does not guarantee the accuracy, integrity, or quality of, and is not liable for any Customer Data. Zeitview may establish practices and limits that affect content, including, without limitation, maximum storage volumes, length of retention and Customer access. Zeitview has no responsibility or liability whatsoever for the loss, deletion of, unauthorized access to, or failure to store any Customer Data. Customer hereby grants Zeitview a non-exclusive, royalty-free, perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative works of all Customer Data for the purposes of: (i) providing services to Customer; (ii) testing, troubleshooting, and optimizing performance and quality of Zeitview’s services; and (iii) creating Anonymized Data Sets, so long as Customer is not identifiable and all personally identifiable information is either removed or anonymized.
8.4 Reservation of Rights. All rights, titles, and interests not specifically and expressly granted by either Party in this Agreement are reserved. The services provided under this Agreement are not exclusive to Customer and nothing precludes or limits Zeitview from providing services to other customers at any time.
8.5 Customer Suggestions. All suggestions, enhancement requests, recommendations, comments, ideas, changes or other feedback provided by Customer to Zeitview regarding the services will be owned by Zeitview.
8.6 Collection and Use of Data. Zeitview shall have the right to collect and analyze data and other information relating to the provision, use and performance of its services (including, without limitation, information concerning Customer Data and data derived therefrom and all annotations whether generated by artificial intelligence or otherwise). Nothing in this Agreement precludes or limits Zeitview from, at any time: (i) using such information and data (including Anonymized Data Sets) to improve and enhance the services and for other development, diagnostic and corrective purposes in connection with the services; and/or (ii) disclosing such data solely in aggregate or other de-identified form, and Anonymized Data Sets, in connection with its business. Zeitview’s use of Anonymized Data Sets, including for the purposes of analysis, reporting, program management, and to maintain, improve, and develop its services, shall not conflict with Zeitview’s obligations under this Agreement and shall comply with applicable data security and privacy protection laws.
9. Non-Solicitation. During the period beginning on the Effective Date and ending on the first anniversary of the termination of this Agreement, Customer shall not, and shall ensure that its Affiliates do not, directly or indirectly, solicit or attempt to solicit any employee, independent contractor or advisor or any other service provider of Zeitview during such period.
10. Confidentiality.
Except as specifically permitted in this Agreement or with the prior express written permission, the Parties shall not disclose, allow access to, transmit, transfer or otherwise make available any Confidential Information to any third party. Notwithstanding the foregoing, the Parties may disclose Confidential Information if and only to the extent it is required to do so by law provided that the Party gives the other Party sufficient notice to enable the other Party to seek an order limiting or precluding such disclosure. Neither Party shall use or reproduce the Confidential Information for any reason other than as reasonably necessary to provide or use the Zeitview services, in whole or in part, as provided under this Agreement subject to and limited by the terms and conditions in this Agreement.
11. Limitation of Liability. Except for Customer’s violation of Section 8.1 (Zeitview Intellectual Property) or Section 10 (Confidentiality), neither Party will be liable to the other Party for any consequential, indirect, special, incidental, punitive or exemplary damages arising out of this Agreement or services provided hereunder (including, but not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer to Zeitview hereunder, investments, use of money or facilities, interruption in use or availability of data, stoppage of other work or impairment of other assets, or the reperformance or resupply of any services by a third party), whether or not foreseeable and even if such Party has been advised of the possibility of such damages. Except for Customer’s payment obligations hereunder or damages arises from (i) gross negligence or fraud of a Party, or (ii) a violation of Section 8.1 (Zeitview Intellectual Property) or Section 10 (Confidentiality), neither Party’s total, aggregate liability to the other Party arising out of or related to this Agreement or any services provided hereunder shall exceed the amounts paid and payable by Customer under the applicable Order or Statement of Work during the six (6) month period immediately preceding the date upon which the liability arose, regardless of whether any action or claim is based on contract, warranty, indemnity, negligence, strict liability or other tort or otherwise.
12. Disputes. The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”) in accordance with this section. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty (30) days after one Party delivers the Dispute Notice to the other Party, either Party may, by written notice to the other Party (“Escalation to Executive Notice”), refer such Dispute to the executives of each Party designated by such Party in a written notice to the other Party (“Executive(s)”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) days after the date of the Escalation to Executive Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. If the Parties cannot resolve any Dispute for any reason including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, within sixty (60) days after the Escalation to Mediation Date, either Party may proceed in accordance with the provisions of Section 13 (Governing Law and Venue). Notwithstanding the foregoing, nothing in this section shall be construed as preventing a Party from seeking available equitable relief including, without limitation, specific performance and injunctive relief in a court of competent jurisdiction.
13. Governing Law and Venue. This Agreement is governed by the laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Los Angeles County, California, for the purposes of adjudicating any dispute arising out of the Agreement. To the extent permitted by law, choice of law rules, the 1980 U.N. Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted, shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights. To the extent allowed by law, the English version of the Agreement is binding, and other translations are for convenience only. All claims, disputes, and other matters in question between the parties arising out of or relating to this Agreement or the breach thereof, shall addressed in accordance with Section 12 (Disputes) hereof .
14. Sub-contractor and Outsourcer. Zeitview may hire, engage, or retain the services of one or more subcontractors and/or outsourcing providers to perform any or all of its obligations related to any portion of the services provided under this Agreement. Subcontractors and outsourcing providers that have access to Customer Data will be bound by written obligations of confidentiality as restrictive as those required under this Agreement.
15. Force Majeure. Neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Customer’s obligations to make payments to Zeitview under this Agreement), when and to the extent such failure or delay is caused by or results from acts or omissions (whether in effect on or after the Effective Date of this Agreement) beyond the Impacted Party’s reasonable control and without the Impacted Party’s negligence including, without limitation: (a) acts of God; (b) severe weather, flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) changes in applicable laws or regulations; (e) embargoes or blockades; (f) action or inaction by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) shortage of adequate materials, qualified labor, power or transportation; (j) epidemics, pandemics, quarantines or border restrictions; and (k) other similar or dissimilar circumstances outside the Impacted Party’s reasonable control and without the Impacted Party’s negligence (each a “Force Majeure”). Neither Party will be responsible for any failure to perform its obligations (other than payment obligations) under this Agreement attributable in whole or in part to the other Party’s fault or negligence.
16. Insurance
16.1 General Liability. Zeitview shall maintain commercial general liability insurance during the Term of this Agreement in the amount of at least Two Million Dollars ($2,000,000) per occurrence and at least Two Million Dollars ($2,000,000) in the aggregate.
16.2 Worker’s Compensation. Zeitview shall maintain workers’ compensation insurance as required by applicable laws and regulations, unless otherwise exempted.
16.3 Professional Liability. Zeitview shall maintain professional liability insurance, including technology errors and omissions, insurance during the Term of this Agreement in the amount of at least Two Million Dollars ($2,000,000) per occurrence and at least Two Million Dollars ($2,000,000) in the aggregate.
16.4 Unmanned Aircraft/Drone Liability. Zeitview shall maintain Unmanned Aircraft/Drone Liability insurance during the Term of this Agreement in the amount of at least Two Million Dollars ($2,000,000) per occurrence and at least Two Million Dollars ($2,000,000) in the aggregate.
16.5 Certificates. The policy limits required in this Section 16 (Insurance) may be made up of any combination of Primary, Umbrella or Excess insurance layers. Upon request by Customer, Zeitview will furnish Customer with a certificate (or certificates) of insurance confirming the requisite insurance is in place and all related premiums have been paid.
17. General.
17.1 Notwithstanding anything to the contrary, Zeitview may use Customer’s name and logo as part of Zeitview’s normal marketing materials and refer to the fact that the Customer is a Customer of Zeitview on its website and in its sales, investment, and financing-oriented presentations.
17.2 Neither Party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, provided that Zeitview may assign this Agreement in whole or in part to any of its Affiliates or as part of a corporate reorganization, consolidation, merger, acquisition, change of control, or sale of all or substantially all of its assets and/or stock, of any similar transaction without any prior written consent. Any attempted assignment or delegation without such consent will be void. Notwithstanding the foregoing thisAgreement will bind and inure to the benefit of each Party’s successors and permitted assigns.
17.3 Any notice or communication required or permitted to be given hereunder will be in writing, will reference this Agreement, and will be addressed to: (i) Zeitview – at the Zeitview address stated, and to the attention of the Zeitview contact named, on page 1 of the Agreement with a copy to legal@zeitview.com; and (ii) Customer – at the Customer address stated, and to the attention of the Customer contact named, on page 1 of the Agreement, and/or to any Customer email address provided by Customer; or (iii) for either Party, at such other address notified in writing by that Party to the other Party for such purpose. Notices must be sent by a courier service that confirms delivery in writing, or by certified or registered mail, postage prepaid, return receipt requested. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier.
17.4 If any part, term or provision of this Agreement is held to be illegal or in conflict with any law applicable to this Agreement, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term and provision held to be invalid.
17.5 Zeitview and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Zeitview and Customer. Neither Zeitview nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in this Agreement.
17.6 The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to define, limit or extend the scope or intent of the sections to which they pertain. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof.
17.7 This Agreement, including any documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to its subject matter, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any contradictory or purchase order terms that Customer may provide in connection with an Order shall be deemed null and void. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that neither of them will be deemed the drafter of this Agreement and that no provision will be construed in favor of one Party on the ground that such provision was drafted by the other Party.
17.8 The waiver by either Party of any right provided under this Agreement must be in writing and signed by such Party and any waiver will not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement.
17.9 Except for Affiliates as contemplated by this Agreement, this Agreement is not made for the benefit of any third parties.
18.10 All communications and notices to be made or given pursuant to this Agreement must be in English.
178.11 This Agreement may be executed and delivered in counterparts, including by scan and electronic transmission, each of which will be deemed an original. Any document generated by the Parties related to this Agreement may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records.
17.12 This Agreement may not be modified except by mutual written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement. Electronic communications do not constitute a “written agreement” under this provision.
17.13 The following provisions of this Agreement shall survive its termination: Sections 1 (Introduction), 2 (Definitions), 3.3 (Effect of Termination), 4 (Fees, Invoicing, Payment Terms, and Taxes), 5.2 (Disclaimers), 7 (Third Party Claims), 8 (Intellectual Property), 9 (Non-Solicitation), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Disputes), 13 (Governing Law and Venue), 15 (Force Majeure), and 17 (General) and all payment obligations incurred prior to the termination or expiration of this Agreement will survive termination or expiration. A Services Addendum, SOW or Order may also contain provisions that expressly survive termination of this Agreement.
Exhibit A
Software as a Service Addendum
1. Relationship to General Terms and Conditions. This Software as a Service Addendum is subject to the General Terms and Conditions entered between Zeitview and Customer and governs Customer’s use of Zeitview’s SaaS offering provided to Customer.
2. Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions:
2.1 “Annual Adjustment” means Zeitview’s annual price increase.
2.2 “Setup Fee” means the setup fee for the SaaS as identified in an applicable Order document.
2.3 “SaaS” means Zeitview’s software-as-a-service whereby Zeitview (or its designated service provider) hosts and provides Customer with access to Zeitview software functionality via the Internet.
2.4 “Subscription Fees” means monthly or annual fees identified in the applicable Order document for the SaaS offering, plus the Annual Adjustment, if any.
2.5 “Subscription Term” means [a month or year, as applicable], as stated in an applicable Order document.
3. Access Rights and Restrictions.
3.1 Access Rights. SaaS is only available where the Customer has purchased a SaaS offering and paid all applicable Fees. Subject to Customer’s compliance with the Agreement (including payment of all applicable fees), Zeitview grants to the Customer, for the applicable Subscription Term purchased, a non-exclusive, non-transferable, non-assignable, limited right to access and use the SaaS offerings for its internal business purposes.
3.2 Restrictions on Use. Customer and its authorized users may not: (a) modify, translate or create derivative works of any SaaS offering or related documentation; (b) copy, reproduce, distribute, republish, download, display, post or transmit any portion of a SaaS offering or related documentation in any form or by any means; (c) sell, assign, transfer, lease or sublicense any SaaS offering; (d) allow any third party, other than authorized users, to access any SaaS offering or related documentation; (e) use any SaaS offering or related documentation to provide services to third parties, or otherwise use any SaaS offering on a “service bureau” or “timesharing” or subscription basis; (f) reverse engineer, disassemble, decrypt, extract or otherwise reduce any SaaS offering to a human perceivable form or otherwise attempt to determine the source code or algorithms of any SaaS offering; (g) infringe any Intellectual Property rights of Zeitview or its Affiliates or service providers; (h) publicly publish the results of any benchmark tests run on any SaaS offering; (i) use any SaaS offering or related documentation to engage in any fraudulent, illegal or unauthorized act; (j) introduce into or transmit through any SaaS offering any material containing software viruses, worms, trap doors, back doors, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (k) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of any Intellectual Property rights of Zeitview or its Affiliates or service providers, whether such notice or indications are affixed on, contained in or otherwise connected to a SaaS offering; (l) attempt to gain unauthorized access to a SaaS offering or the systems or networks of Zeitview or its Affiliates or service providers; (m) merge any SaaS offering with any other product or service; or (n) access or use any SaaS offering or related documentation to build or support, and/or assist a third-party in building or supporting, products or services competitive to Zeitview or its Affiliates or service providers.
3.3 Content Restrictions. Customer may not distribute, download, or place on any website or server of Zeitview or its Affiliates or service providers, or use with any SaaS offering, any content that: (a) Customer knows or has reason to believe infringes the Intellectual Property rights of any third party or violates any rights of publicity or privacy; (b) violates any applicable law, statute, ordinance; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) is obscene, pornographic or indecent (items (a) – (d) are collectively referred to as “Prohibited Content”). Zeitview reserves the right to remove any Prohibited Content without prior notice to Customer.
3.4 Breach of Restrictions. Customer’s breach of the restrictions set forth in Section 3.2 (Restrictions on Use) or Section 3.3 (Content Restrictions) shall constitute a material breach of the Agreement and shall result in revocation and immediate suspension or termination, as determined by Zeitview in its sole discretion, of all rights and licenses granted under this Software as a Service Addendum with respect to the SaaS offerings. Revocation does not preclude Zeitview from pursuing any legal and equitable remedies for Customer’s breach of these restrictions.
4. Invoicing and Payment.
4.1 Invoice and Payment. Zeitview will invoice the Customer for any applicable Setup Fees and Subscription Fees for each SaaS offering. Customer shall pay Subscription Fees in advance for each SaaS offering for the applicable Subscription Term. There are no refunds or credits for partial months of service, unused months or subscription downgrades. Monthly Subscription Fees will be billed automatically at the beginning of each month.
4.2 Zeitview’s Discontinuance. Zeitview may discontinue a SaaS offering by providing the Customer with written notice of discontinuance no less than thirty (30) days prior to the commencement of the next Subscription Term where the Customer is a current subscriber to that SaaS offering. Otherwise, Zeitview will provide the Customer with a renewal notice for the SaaS offering at least thirty (30) days prior to the commencement of the next Subscription Term.
4.3 Customer’s Discontinuance. Customer may discontinue a SaaS offering by providing Zeitview with written notice of non-renewal no less than ninety (90) days prior to the commencement of the next Subscription Term. Otherwise, prior to the commencement of the next Subscription Term, Zeitview will provide the Customer with an invoice for Subscription Fees payable by Customer for the next Subscription Term. If Customer discontinues a SaaS offering prior to expiration of the current Subscription Term for that SaaS offering, Zeitview will invoice the Customer, and the Customer will pay, for any unpaid Subscription Fees for the respective SaaS offering through to the end of that Subscription Term.
4.4 Subscription Fee Adjustments. Zeitview has the right to adjust Subscription Fees at any time if Customer’s use of a SaaS offering exceeds the applicable tier set forth in the respective Order document. Subscription Fees adjusted as a result of Customer exceeding the applicable tier are typically invoiced within thirty (30) to sixty (60) days of the overage occurring.
5. Non-Availability. Zeitview is not liable for any non-availability of the SaaS offering to the extent it is attributable to: (a) planned maintenance, unplanned maintenance, or scheduled upgrades; (b) a Force Majeure or an event triggering a disaster recovery; (c) suspension or restriction of services pursuant to this Software as a Service Addendum; and/or (d) conditions beyond the reasonable control of Zeitview or its Affiliates or service providers.
6. SaaS Offering Sizing. Zeitview will size the SaaS offering and Subscription Fees based on Customer’s specific sizing criteria. Sizing criteria may include [… number of Customer assets, volume of data/images, data collection intervals, storage duration for historical data, number of concurrent and total users, scope of analysis activities]. If any changes to the sizing criteria occur during a Subscription Term that require an increase in volume or access to the SaaS offering by the Customer, then a Change Order will be required to adjust the subscription volume and access and the increase in Subscription Fees that is applicable for the remainder of the Subscription Term.
7. Conditions on Use of Service. Customer will use the SaaS offering only in accordance with Zeitview’s user guides, the Agreement (including, this Software as a Service Addendum, the General Terms and Conditions, and the applicable Order document(s)), and applicable laws and government regulations. The rights of any user to access and use the SaaS Offerings cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user), and Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the SaaS offerings.
8. Suspension or Restriction of Service. Zeitview may suspend or restrict all or part of the SaaS offerings at any time: (a) to protect the integrity and functionality of the Zeitview software, servers, platforms, and systems, or (b) due to an actual or potential breach of Section 3.2 (Restrictions on Use), Section 3.3 (Content Restrictions) or Section 7 (Conditions on Use of Service), until such breach is cured.
9. Customer Technical Responsibilities. Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the SaaS offerings, at the Customer’s sole expense. Customer is responsible for backing up any Customer data.
10. User IDs and Passwords. Zeitview will provide the Customer with user identifications and passwords (“User IDs”) for user access the SaaS offerings. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user. Each user must be an employee, independent contractor, agent, or other representative of the Customer (or, if applicable, an Affiliate of Customer) who will use or have access to the SaaS offering solely on behalf of and for the benefit of the Customer (or the Affiliate of Customer). Customer will: (a) submit user access requests for new users and deletion notifications for users no longer involved with the SaaS offering and (b) provide immediate notification to Zeitview in the event of a Customer employee termination for those with access to the SaaS offering. Upon mutual execution of an Order for new users, Zeitview will make available to Customer the additional User IDs.
11. Security Procedures. Zeitview will use commercially reasonable efforts to operate under procedures that are designed to provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Customer Data accessible through the SaaS offerings.
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