Master Agreement

Posted: 15th August 2018

This Agreement (“Agreement”), together with any additional documents referred to, is a legal Agreement between the Customer (“You” and “Your”) and Kazoup Limited (a company registered in England and Wales with registered number 08011491 with registered office address at 3 Bridges Court, London, SW11 3BB9) (“We”, “Us” and “Our”) for the use of the Software (defined below).  You understand and agree that by downloading, installing, accessing, or using the software, products, services, applications and associated documentation and enhancements, You agree to be bound by the terms of this Agreement and any associated Order Forms. If You do not agree to the terms of this Agreement, then We are not willing to license to You and You must not download and install the Software.


Confidential Information means all secret or Confidential Information including the terms and conditions of this Agreement, the Data, Personal Data, costs, and all other information whether of a commercial, financial, marketing, technical or business nature or otherwise relating in any manner to the business or affairs of the other party, which either party may receive or has received, together with any reproductions of all or any part of such information, and regardless of the form or medium by which such information is supplied;

Customer Data means any information which is provided by You to Us as part of Your use of the Software, including any information derived from such information;

Customer Personal Data means any personal data (as defined in the Data Protection Act 2018) comprised in the Customer Data;

Fee(s) means the sums payable by You in respect of Your use of the Software as described in the Order Form;

Force Majeure Event includes, but is not limited to, acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, extreme adverse weather conditions or natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion, unrest or riots, nuclear, chemical or biological contamination or sonic boom, compliance with any law, regulation or directive, fire, explosion or accidental damage, failure of plant machinery, machinery, computers or vehicles, any labour dispute, including (but not limited to) strikes, industrial action or lockouts, non-performance by suppliers or subcontractors and interruption or failure of utility or transport service, internet service provider failures or delays or denial of service attacks;

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world;

Order Form means an ordering document or online order specifying the Software Subscription to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including addenda and supplement thereto.  By entering into an Order Form hereunder, an Affiliate agrees to be bound by the term of this Agreement as if it were an original party hereto;

Purchased Services means Services that You or Your Affiliate purchase under an Order Form;

Software means the Software made available for download from our Website to You under this Agreement including any Updates and related materials;

Software Subscription means the purchased Software licensing as described in the Order From and accepted by You;  

Term means the term of this Agreement;

Update(s) means all software releases, hotfixes,  patches, enhancements, modifications or maintenance applied automatically;

User(s) means any person authorised by You to use or access the Software, including Your employees and agents and any of Your end user customers; and

Website means Kazoup or such other Website owned or controlled by Us that We notify You of from time to time;

Use of Software

Generally. You may access and use the Software in accordance with this Agreement. You must adhere to all laws, rules, and regulations applicable to Your use of the Software. Once downloaded You may use the Software in accordance with the terms of this Agreement.

Your Account. To access the Software, You must create an account associated with a valid email address. You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and whether or not such activities are authorised by You and, except to the extent caused by our breach of this Agreement, We are not responsible for unauthorised access to Your account. You must contact Us immediately if You believe an unauthorized third party may be using Your account or if Your account information is lost or stolen.

Our Responsibilities. We shall: (i) make the Software available to You pursuant to this Agreement and the applicable Order Forms, (ii) provide Our basic support for the Software to You at no additional charge, and/or upgraded support if purchased, more particularly set forth at Kazoup Support Policy (iii) provide such resources and utlize such employees and/or contractors as it deem necessary to perform “Professional Services” desired by You are in the sole discretion and control of Us and its licensors. We shall use commercially reasonable efforts to meet the project schedules and time of performance of Professional Services set forth in the applicable statement of work, and You agree to cooperate in good faith to allow Us to achieve completion of Professional Services in a timely and professional manner.  In exchange for such Professional Services, Customer agrees to pay Kazoup its normal hourly rates as agreed in the statement of work for such services. In addition to the hourly rates, Customer shall reimburse Kazoup for shipping, travel, living, and out-of-pocket expenses reasonably incurred in conjunction with the rendering of additional services hereunder. You understand and agree that Our provision of the Professional Services may depend on completion of certain Customer tasks or adherence to Your schedules within Your control; consequently, the project schedule, time of performance, and Professional Services may require equitable adjustments or changes in the event such Customer tasks or schedules change, are modified, or are not completed as anticipated. For any Professional Services provided onsite at Your location, We shall comply with Your policies and procedures for onsite vendors, and You agree to provide such policies and procedures in advance to, (iv) use commercially reasonable efforts to make Our basic support available via the internet 24 hours a day, 7 days a week, except any unavailability caused by circumstances beyond Our reasonable control and Force Majeure Events, and (v) provide the Software using reasonable care and skill and in accordance with applicable laws and government regulations.

Our Protection of Customer Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. We shall not (i) modify Customer Data, (ii) disclose Customer Data except as compelled by law or as expressly permitted in writing by You, or (iii) access Customer Data except at Your request in connection with customer support matters. We shall comply with the Data protection Act 2018 in relation to the processing of Personal Data under this Agreement.

Your Responsibilities. You shall (i) be responsible for compliance with this Agreement and the applicable Order Forms, (ii) use commercially reasonable efforts to prevent unauthorised access to the Software, (iii) be responsible for providing credentials to integrate our software, and (iv) authorize Us to access Your data, and pull out and use any additional information, statistics and data solely for the purpose of providing You with the Software.

You shall not (i) make the Software available to anyone other than User(s), (ii) use the Software to store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities, (iii) use the Software to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the Software, or (v) attempt to gain unauthorized access to the Software or related systems and networks.


In consideration of Your acceptance of the terms of this Agreement We grant to You a non-exclusive, non-transferable right to download, install and use the Software in connection with the terms of this Agreement. If any additional supplementary software including additional tools, modules or any patches or modifications relating to the Software are made available to You by Us after the release of the Software, such additions and modifications, where installed by You, shall form part of the Software and shall be subject to the terms of this Agreement. Except as expressly set out in this Agreement or as permitted by any local law, You undertake not to: (i) copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of backup or operational security; (ii) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; (iii) make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; or (iv) disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by You during such activities (a) is used only for the purpose of achieving inter-operability of the Software with another software program; (b) is not unnecessarily disclosed or communicated to any third party without our prior written consent; and (c) is not used to create any software which is substantially similar to the Software.

Intellectual Property Rights

You acknowledge that all Intellectual Property Rights in the Software belong to Us or its licensors and including without limitation, rights in all concepts, ideas, methods, methodologies, procedures, processes, techniques (including, without limitation, function, process, system and data models); templates; the generalized features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems; proprietary computer software, software libraries, algorithms, materials, products, and designs; and know-how used by Us or our affiliates in providing the Software.  You may use them only for the purpose of receiving the Software.  You must not copy them or make any other use of them. Your sole right to use such Intellectual Property Rights are as described in this Agreement.

Fees And Payment For Software Subscription

We reserve the right to require payment of Fees for use of the Software. You shall pay all applicable Fees, as described in the Order Form in connection with such Software Subscription selected by You.  Any Fees paid hereunder are non-refundable. Quantities purchased cannot be decreased during the relevant subscription term. From time to time, We may offer free or discounted pricing offers covering certain usage of the Software (each, a “Discounted Pricing Offer”). We may stop accepting new sign-ups or discontinue a Discounted Pricing Offer at any time. Standard charges will apply after a Discounted Pricing Offer ends or if You exceed the limitations by the Discounted Pricing Offer. You must comply with any additional terms, restrictions, or limitations for the Discounted Pricing Offer as described in the offer terms for the Discounted Pricing Offer.

You will provide Us with valid and updated credit card information, or with a valid purchase order number with invoicing contact details or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Term and Termination. Such charges shall be made in arrears, either monthly or in accordance with any different billing frequency stated in the Order Form.  If the payment will be by a method other than a credit card, We will invoice You arrears and otherwise in accordance with the relevant Software Subscription. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date.  If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future Software Subscription renewals on payment terms shorter than those specified in this Agreement.  If any amount owing by You under this Agreement for Your Software Subscription is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Software to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, before suspending Software. We will not exercise Our rights above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Information Collection

In event of an error in the installation of  Software You agree to automatically transfer information about the error code, the distribution package of the Software being used, as well as data from the installer about the installation of  Software.

Confidentiality and Use of Your Information

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Confidential Information shall not include information that; (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii)  was in the other party’s lawful possession before the disclosure; (iii)  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. Neither party shall disclose to a third party Confidential Information of the other party. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party.  The obligations of confidentiality under this Agreement shall not extend to Confidential Information that is required by law or other regulatory or taxation body to be disclosed. If the receiving party receives a Court Order, subpoena, or other validly issued administrative or judicial notice to divulge any Confidential Information belonging to the disclosing party, then the receiving party is permitted to release such information to the court in accordance with any Court Order so served. The party receiving such Court Order agrees to promptly notify the disclosing party (where permitted to do so), and if so requested, will provide reasonable cooperation to the disclosing party in resisting the disclosure.   Furthermore no announcement or information concerning this Agreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising activities by either of the parties without the prior written consent of the other party, except that We may use Your name and logo in advertising to indicate that You are a client of ours.

Disclaimer And Warranties

We do not warrant that the software will meet your requirements or that its operation will be uninterrupted or error‐free.  Except as expressly stated in this Agreement, the software is provided and licensed “as is” and with all faults.    Except as stated in this Agreement, there are no warranties, representations, or conditions, express or implied, written or oral, arising by statute, operation of law, or otherwise, regarding the Software in connection with this Agreement. Unless otherwise stated in this Agreement, and to the maximum extent permitted by applicable law, We, its corporate affiliates, subsidiaries, agents, licensors and its authorized representatives disclaim all warranties and conditions, whether express, implied, or statutory, including without limitation any (if any) warranties or conditions of or related to: merchantability, durability, fitness for a particular purpose, lack of viruses, non-infringement, accuracy or completeness of responses, results, workmanlike effort, and lack of negligence.  You assume all faults, and the entire risk as to performance and responsibility for selecting the Software to achieve your intended results, and for the installation of, use of, and results obtained from the Software without limiting the foregoing provisions, We make no representation and gives no warranty that the software will be free from interruptions or other failures or that the software will meet any or all of your requirements whether or not disclosed to Us.

Limitation Of Liability

In no event shall We, its corporate affiliates, subsidiaries, agents, licensors and its authorized representatives, or their Respective Officers, Directors, Employees, Or Agents be liable to You, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of income, business profits or contracts, anticipated savings, information, opportunity, goodwill or reputation or business interruption or damage to or corruption of data (in each of the foregoing cases) whether of a direct or indirect nature nor for any indirect or consequential loss or damage. Further, We will not be responsible for any compensation, reimbursement, or damages arising in connection with: (a) Your inability to use the Software, including as a result of any (i) termination or suspension of this Agreement or Your use of or access to the Software, or (ii) Our discontinuation of any or all of the Software Subscription.

Our  maximum aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the amount that You have actually paid to Us under this Agreement for the Software. Nothing in this Agreement shall limit or exclude the liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation or any other thing which cannot be properly excluded by law.

Term and Termination

This Agreement commences on the Commencement Data in the Order Form and shall continue until the Software Subscription have expired or have been terminated in accordance with the terms of this Agreement.  The term of each subscription shall be as specified in the applicable Order Form.  Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the initial term as selected by You, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Software Subscription term.  The pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of the prior term, in which case the pricing increase will be effective upon renewal and thereafter.  A party may terminate this Agreement if (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

We may also terminate or suspend any Software Subscription or access to the Website immediately, without prior notice or liability, if You breach any of the terms or conditions of this Agreement. Upon termination of Your account, Your right to use the Software, access the Website, and any content will immediately cease.  All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.


You hereby agree, at Your expense, to indemnify, defend and hold harmless Us, its corporate affiliates, subsidiaries, agents, licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) Your use of the Software; (ii) breach of this Agreement or violation of applicable law by You or any User; (iii) any third party claim, action or allegation that any Customer Data, information, data or content that You have submitted in connection with the Software infringes any Intellectual Property Rights; or (iv) a dispute between You and any User. We reserve the right, at our own expense and sole discretion, to assume the exclusive defenses and control of any matter otherwise subject to indemnification by You.

Transfer of rights and obligations

You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of Your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement.


Variation. We may vary the terms of this Agreement at any time by posting amendments on our Website. By continuing to use the Software You are deemed to accept such amendments.

Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by a Force Majeure Event.

No Waiver. If We fail, at any time during the term of this Agreement, to insist upon strict performance of any of Your obligations under this Agreement, or if We fail to exercise any of the rights or remedies to which We are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations. A waiver by Us of any default shall not constitute a waiver of any subsequent default. No waiver by Us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.

Severability. If any of the terms of this Agreement are determined by any competent authority to be invalid, illegal or unenforceable to any extent, such term, condition or provision will to that extent be deemed deleted and the remaining provisions shall continue in full force and effect.

Entire Agreement. This Agreement and any document expressly referred to in it constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between Us, relating to the Software. The parties each acknowledge that, in entering into this Agreement (and the documents referred to in it), neither of them rely on any statement, representation, assurance or warranty of any person other than as expressly set out in this Agreement or those documents.

Rights of Third Parties. This Agreement is not intended to convey a benefit on any person not a party to it and accordingly the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.

Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.