Master Services Agreement

JOVEO MASTER SERVICES AGREEMENT

This Joveo Master Service Agreement (this “Agreement”) is entered into between the Joveo contracting entity identified in the applicable Order Form (“Joveo”, “we”), and the customer identified in that Order Form (“Customer”, “you”).

Acceptance. By executing or confirming an Order Form that references this Agreement, Customer agrees to this Agreement and the documents it incorporates by reference (the “Incorporated Documents”), listed in Section 18. The “Effective Date” is the Order Form Effective Date stated in the applicable Order Form. .

DEFINITIONS.

“Additional Capacity Order” means a supplemental order form, referencing an existing Order Form, by which Customer purchases additional Credits during the Subscription Term, as further described in the applicable Order Form.

“Affiliate” means with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct its management.

“AI Features” means features, functionality, or components of the Platform that use automated, algorithmic, machine-learning, or artificial-intelligence techniques, in whole or in part, to generate insights, recommendations, predictions, scoring, or workflow automation.

“Authorized User” means any individual employed or engaged by Customer or its permitted Affiliate, and any individual employed or engaged by a Client whom Customer authorizes to access the Platform, in each case to whom user credentials have been provisioned.

“Candidate Data” means any personal data or other information relating to an identified or identifiable job applicant or candidate that is provided to Joveo by or on behalf of Customer or processed by Joveo in connection with Customer’s use of the Platform, including application data, resumes, profiles, and recruitment-related information.

“Consumption Schedule” means Joveo’s applicable schedule of Credit costs per billable action, rollover, overage and related Credit consumption mechanics, available at https://policies.joveo.com/credit-consumption-schedule, as updated in accordance with Section 19.

“Contract Year” means each successive twelve (12)-month period during the Subscription Term, beginning on the Subscription Term Start Date stated in the applicable Order Form and each anniversary thereof.

“Credits” means the contractual unit of consumption allocated or purchased under an Order Form and used to access Platform actions, consumed in accordance with the Consumption Schedule. Credits are contractual units measuring Customer’s entitlement to the Platform; they are not legal tender, a deposit, stored value, a gift card, a security, or any monetary instrument, and have no cash value except as expressly stated in this Agreement.

“Customer Data” means all data, content, or information provided to Joveo by or on behalf of Customer or a Client in connection with Customer’s use of the Platform, including job data, Candidate Data, and other recruitment-related information.

“Customer Input” means Customer Data and any other data, prompts, instructions, configurations, parameters, selections, budgets, campaign settings, content, or materials provided by or on behalf of Customer to the Platform.

"Documentation" means Joveo's then-current user guides, technical documentation, usage policies, and product descriptions for the Platform that Joveo makes generally available to Customers, whether online or through the Platform, as updated from time to time.

“Effective Rate” means the locked price per Credit specified in the applicable Order Form for the applicable Subscription Term.

“Fees” means the amounts payable by Customer for the Platform, any implementation or other fees, and applicable taxes, in each case as set out in the applicable Order Form.

“Intellectual Property Rights” means all intellectual property rights recognized under applicable law, including patent rights, copyrights, trademarks, service marks, trade secrets, and know-how, together with all applications, registrations, and equivalents in any jurisdiction.

"Joveo Agentic Suite" means the suite of AI-powered recruitment and talent-acquisition offerings, capabilities, agents and workflows that Joveo makes available through the Platform, as described in the Documentation, and updated by Joveo from time to time.

“Joveo Platform” or “Platform” means Joveo’s proprietary, hosted, software-as-a-service platform through which the Joveo Agentic Suite is made available, including the Joveo Agentic Suite and the offerings and capabilities made available through it , together with all user interfaces, dashboards, tools, AI Features, algorithms, workflows, Documentation, and underlying technology, and any updates, enhancements, or derivative works that Joveo makes available.

“Media Spend” means amounts payable for third-party advertising inventory or media placements used in connection with advertising capabilities available through the Platform, including job boards, publishers, social, and display channels.

“Optional Offerings” means optional features, functionality, agents, workflows, integrations, or other offerings that Joveo may from time to time make available for use in connection with the Joveo Agentic Suite, as further described in the Consumption Schedule or Documentation.

“Order Form” means an ordering document executed or confirmed by the Parties that sets out the commercial terms of a subscription and incorporates this Agreement.

“Output” means any output, recommendation, insight, forecast, score, suggestion, optimization, categorization, response, or other result generated by the Platform (including any AI Features), in any form.

“Services” means any implementation, onboarding, configuration, integration, or other professional or managed services expressly described in an Order Form or a separate services exhibit. S

“Subscription Term” means the period of the subscription specified in the applicable Order Form.

“Tier” means the pricing tier specified in the applicable Order Form, which determines Customer’s Effective Rate and the overage and rollover treatment set out in the Consumption Schedule.

“Third-Party Services” means products, services, platforms, or systems provided by third parties that interoperate with or are used in connection with the Platform, including job boards, advertising platforms, applicant tracking systems, CRM systems, analytics tools, and communication or messaging providers, data providers, and third-party AI or model providers.

PLATFORM AND ACCESS.

• 1. License. Subject to this Agreement and payment of Fees, Joveo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform, under Customer’s account, for Customer’s recruitment and talent-acquisition purposes and, where Customer provides recruitment, staffing, recruitment-process outsourcing (RPO), talent-acquisition, or similar services to third parties, in connection with Customer’s provision of those services to its clients (each, a “Client”), including the generally available offerings and capabilities within the Joveo Agentic Suite made available to Customer from time to time.. Except for this limited right, no rights are granted by implication, estoppel, or otherwise.
  2. Authorized Users and security. Customer is responsible for maintaining the confidentiality of all access credentials, for ensuring only Authorized Users access the Platform, and for its Authorized Users’ compliance with this Agreement. Customer will promptly notify Joveo of any unauthorized access or suspected credential compromise.
  3. Affiliates. Customer’s Affiliates may use the Platform under Customer’s subscription, provided Customer remains responsible for their compliance and for all Fees.
  4. Restrictions. Customer will not, and will not permit any third party to: (a) resell, sublicense, rent, lease, white-label, rebrand, embed, or otherwise commercially distribute the Platform, except that use by or on behalf of Clients as permitted under Section 2.1 will not, by itself, constitute a prohibited resale or sublicense; (b) reverse engineer, decompile, disassemble, copy, or attempt to derive the source code or underlying structure, ideas, or algorithms of the Platform; (c) interfere with the integrity, security, or performance of the Platform; (d) remove proprietary notices; (e) access or extract data using automated means except through documented Platform functionality; or (f) use the Platform other than as permitted by this Agreement and the Acceptable Use Policy at https://policies.joveo.com/joveo-acceptable-use-policy.

COMMERCIAL MODEL.

• 1. Commercial model. The Platform is made available on the Customer specific commercial terms as set out in the applicable Order Form and, with respect to Credit consumption and related usage mechanics, the Consumption Schedule.
  2. Fees, Commitments and Changes. Fees and any minimum or committed amount are as set out in the Order Form. Tier-based and consumption mechanics are set out in the Consumption Schedule. Customer-specific commercial terms remain fixed for the then-current Subscription Term except as expressly agreed by the Parties. Joveo may revise commercial terms for a renewal term in accordance with Section 17.

Third Party Media and Advertising Spend.

• 1. Media Spend. Certain advertising capabilities available through the Platform may enable Customer to deploy advertising through third-party job boards, publishers, social platforms or other media channels. Such Media Spend are separate from Platform Fees and Credits unless expressly stated otherwise in the applicable Order Form.
  2. Customer Authorization and Third-Party Media. Customer is responsible for establishing and approving applicable campaign budgets and advertising parameters. Where Joveo procures or facilitates third-party advertising inventory or media placements (“Third-Party Media”) on Customer’s behalf, Customer is responsible for the applicable Media Spend and related third-party charges. Availability, placement, delivery and performance of Third-Party Media may depend on the applicable third-party provider and are not guaranteed by Joveo. Third-Party Media is also subject to Section 16.

Fees and Payment.

• 1. Fees and commitment. Customer will pay all Fees set out in the applicable Order Form. Implementation fees are non-refundable and invoiced in accordance with the applicable Order Form.
  2. Invoicing and payment. Invoicing and payment timing are as set out in the Order Form. Unless stated otherwise, Fees are invoiced in accordance with the billing frequency stated in the Order Form and any invoiced amounts are due within thirty (30) days of invoice. Where Customer pays by credit card, a processing fee of 3.5% of the charged amount applies and is payable by Customer. Customer’s payment obligations are absolute and not contingent on its ability to bill or collect from any third party.
  3. Billing disputes. Customer must notify Joveo in writing of any disputed invoiced amount within fifteen (15) days of the invoice date, with supporting detail; failing which the invoice is deemed accepted. Disputes raised after fifteen (15) days may be reviewed by Joveo in good faith, but do not suspend or defer Customer's obligation to pay. Customer will timely pay all undisputed amounts.
  4. Late payments and suspension. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Joveo may, on prior written notice, suspend access if Customer fails to pay undisputed amounts within ten (10) days after notice.
  5. Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes (other than taxes on Joveo's net income). Where Joveo is required to collect such taxes, they will be added to the invoice.
  6. No setoff. All amounts payable by Customer are paid in full without setoff, recoupment, counterclaim, deduction, or withholding of any kind, except for taxes Customer is legally required to withhold.
  7. Payment processors. Joveo may use third-party payment processors to bill card or electronic payments. Customer's use of such payment methods is subject to the processor's terms, and Joveo is not responsible for the acts, omissions, errors, or security of any payment processor. Joveo may change processors at any time. Customer will keep its billing information current and accurate.

Customer Obligations.

• 1. Acceptable use. Customer will use, and ensure its Authorized Users use, the Platform only as permitted under this Agreement, the applicable Order Form, the Acceptable Use Policy, and applicable law.
  2. Customer Inputs and campaigns. Customer is solely responsible for the accuracy, legality, and completeness of all Customer Input, budgets, parameters, and instructions provided through the Platform, and for all campaign configuration and decisions it makes. Where Customer uses the Platform on behalf of a Client, Customer represents that it is authorized to do so and remains responsible for all Customer Inputs, instructions, configurations, use of Credits, and use of the Platform in connection with that Client. Customer will not make any representation, warranty, or commitment on Joveo’s behalf that is inconsistent with this Agreement.
  3. AI Features and decision-making. Customer acknowledges that AI Features and Output may support recruiting and talent-acquisition work flows, may be probabilistic, and may be incomplete, inaccurate, or reflect bias. Customer will apply appropriate human review and independent judgement before relying on any Output and remains solely responsible for all decisions and compliance obligations arising from its use of the Platform and any Output, including hiring, advertising, targeting, budgeting, and other employment-related decisions. The Platform does not auto-reject or auto-disqualify candidates, unless Customer expressly configures or uses Platform functionality to support a rule, workflow, or decisioning process, in which case Customer remains solely responsible for that configuration, workflow, and resulting decision. Customer’s responsible-use obligations are further set out in the AI Addendum (Section 11).
  4. Personal data. Customer is responsible for ensuring that all Customer Data provided by or on behalf of Customer or its Clients is collected and disclosed to Joveo in accordance with applicable data-protection and privacy laws, including providing required notices and establishing any lawful basis required of Customer or the applicable Client. The Parties’ respective privacy and data-protection obligations, including where Joveo acts as a processor or sub-processor, are set out in the Data Processing Addendum (DPA).
  5. Cooperation. Customer will reasonably cooperate with Joveo in investigating any suspected misuse. Joveo may suspend access for any Authorized User whose use poses a material security or operational risk or materially violates this Agreement, with notice to Customer without undue delay.
  6. No monitoring obligation. Joveo has no obligation to monitor, screen, or assess Customer Data, Customer Input, or Output for legality, accuracy, or compliance with any requirement. Customer is responsible for managing its Customer Data and Output, including reviewing, and where appropriate setting aside or deleting, any Output before relying on or distributing it.

Intellectual Property and Data Ownership.

• 1. Joveo Platform. As between the Parties, Joveo retains all right, title, and interest, including all Intellectual Property Rights, in and to the Platform and all underlying technology, software, algorithms, models, and Documentation, including all improvements and derivative works.
  2. Customer Data and Candidate Data. As between the Parties, Customer retains all right, title, and interest in Customer Data, including Candidate Data, provided to or uploaded into the Platform by or on behalf of Customer or its Clients. Customer represents that it has sufficient rights and authority to provide such Customer Data to Joveo and grants Joveo a limited, non-exclusive, royalty-free licence to host, use, process, transmit, and display it to provide and support the Platform and comply with applicable law. Where Candidate Data is sourced, collected, generated, or enriched by Joveo or its data providers through the Platform (including through sourcing, hosted application, or career-site functionality), Joveo and its licensors retain all right, title, and interest in such data and the associated databases, and grant Customer a non-exclusive licence to use it for Customer’s recruiting purposes during the Subscription Term. Access to Joveo’s sourcing databases ends on expiry or termination of the Subscription Term. However, Customer may retain and continue to use, subject to applicable data-protection law and Customer’s own lawful basis and retention obligations, the specific candidate records Customer has exported into its own systems and actively engaged during the Subscription Term. The Parties’ respective obligations as controller, processor, or sub-processor in respect of personal data are governed by the DPA, regardless of ownership under this Section.
  3. Aggregated data. Joveo may collect and use demographic, diagnostic, technical, usage, performance, and related aggregated, anonymized, or de-identified data derived from use of the Platform (“Aggregated Data”), provided it does not identify Customer, any candidate, or any individual. Joveo retains all rights in Aggregated Data and may use it for lawful business purposes, including operating, improving, benchmarking, and developing the Platform.
  4. AI Features and improvements. Joveo retains all Intellectual Property Rights in the AI Features and any underlying models, algorithms, workflows, and improvements developed or enhanced through operation of the Platform, provided such processes do not identify Customer, any candidate, or any individual.
  5. Feedback. Customer grants Joveo a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use feedback it provides, without restriction.
  6. Output. As between the Parties, and to the extent permitted by applicable law and any third-party model terms, Customer owns the Output generated for it through the Platform, excluding any Joveo pre-existing or platform intellectual property embedded in it. Because the Platform is powered by AI and serves many customers, Joveo does not warrant that Output is unique, original, or non-infringing, and the same or similar Output may be generated for other customers. Customer is responsible for reviewing Output before use, consistent with Sections 6.3 and 6.6.

Data Protection.

To the extent Joveo processes personal data on behalf of Customer, the Parties will comply with applicable data-protection and privacy laws in connection with personal data processed through the Platform and with the Joveo Data Processing Addendum at https://policies.joveo.com/dpa, incorporated by reference. The DPA identifies the Parties’ respective roles and obligations for the applicable processing activities, including where Joveo acts as a processor or sub-processor, and addresses security measures, sub-processors and international-transfer mechanisms.

Data Security.

Joveo will implement and maintain reasonable administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with applicable law and the DPA, as described at https://policies.joveo.com/dpa#appendix-2-security-measures-technical-and-organizational-measures.

Confidentiality.

• 1. Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential, including the Platform, Documentation, roadmaps, pricing, security information, and commercial terms.
  2. Obligations. The receiving Party will use the disclosing Party’s Confidential Information solely to perform under this Agreement, disclose it only to those with a need to know who are bound by confidentiality obligations, and protect it with at least reasonable care. Standard exclusions (public domain, prior knowledge, independent development, rightful third-party receipt) and compelled-disclosure carve-outs apply.
  3. Exceptions. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) was known to the receiving Party without restriction before disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
  4. Compelled disclosure. The receiving Party may disclose Confidential Information to the extent required by law, court order, subpoena, or governmental or regulatory authority, provided it gives reasonable prior notice (where legally permitted) so the disclosing Party may seek a protective order, and discloses only what is required.
  5. Survival. These obligations survive termination for three (3) years, except that trade-secret obligations survive for as long as the information remains a trade secret.

AI Features and Responsible Use.

• 1. AI Addendum. Use of the Platform’s AI Features is subject to the Joveo AI Addendum at https://policies.joveo.com/joveo-ai-addendum, incorporated by reference. The Parties’ respective roles and obligations under applicable AI laws may vary depending on the AI Feature, Customer configuration and use case and are allocated in the AI Addendum.
  2. Human oversight. Customer will maintain meaningful human oversight of Output and will not rely solely on Output as the basis for any adverse employment decision, consistent with Section 6.3.
  3. Transparency. Where the Platform interacts with candidates through an AI Feature, Customer will ensure candidates are informed that they are interacting with an AI system, to the extent required by applicable law.
  4. Prohibited uses. Customer will not use the Platform or any Output for any purpose prohibited by applicable law, including any prohibited AI practice under applicable AI regulation.

Service Levels and Support.

Platform availability and support are provided in accordance with the Joveo Service Level Agreement at https://policies.joveo.com/sla, incorporated by reference. Any service-level credits under the SLA (“Service Level Credits”) are distinct from purchased Credits, are Customer’s sole and exclusive remedy for the corresponding availability shortfall and are not redeemable for cash.

Representations, Warranties and Disclaimers.

• 1. Mutual. Each Party represents that it is duly organized and in good standing, has full authority to enter into and perform this Agreement, that this Agreement is enforceable against it, and that it is not party to any agreement that would conflict with its obligations here.
  2. Customer. Customer represents that it has, or has obtained from the applicable Client, all necessary authority, rights, permissions, consents, and lawful bases to provide Customer Data (including Candidate Data) and to permit Joveo to process it as contemplated, that its use will comply with applicable law, and that its data and use will not infringe third-party rights.
  3. Joveo. Joveo represents that any Services will be performed in a professional and workmanlike manner, and that its provision of the Platform will comply with applicable laws in all material respects.
  4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PLATFORM, SERVICES, AND ALL OUTPUTS (INCLUDING AI-DRIVEN FEATURES) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. JOVEO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OUTPUT WILL BE ACCURATE OR SUITABLE, OR THAT USE WILL RESULT IN ANY PARTICULAR RECRUITMENT, HIRING, OR COMMERCIAL OUTCOME. JOVEO IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES.
  5. Customer-caused loss. Joveo is not liable for any loss of or damage to Customer Data resulting from the acts or omissions of Customer, its Authorized Users, its Clients, or any person using the Platform through Customer’s account, whether or not authorized, except to the extent caused by Joveo’s breach of its obligations under this Agreement or the DPA. Customer is responsible for exporting any Customer Data it wishes to retain before its access ends.

Indemnification.

• 1. By Joveo. Joveo will defend Customer against third-party claims alleging that the Platform, as provided by Joveo and used in accordance with this Agreement, infringes a valid patent, copyright, trademark, or trade secret, and will pay damages finally awarded or agreed in settlement. Joveo has no obligation to the extent a claim arises from Customer Data, Customer’s breach or unlawful use, unauthorized modifications, combination with non-Joveo services, Third-Party Services or Media, or Customer-provided materials. Joveo may procure continued-use rights, modify the Platform, or terminate the affected offering or functionality and refund prepaid, unused Fees, allocable to the terminated portion. This states Joveo’s sole liability and Customer’s exclusive remedy for IP infringement.
  2. By Customer. Customer will defend and indemnify Joveo and its personnel against third-party claims arising from (a) Customer Data or Candidate Data provided by or on behalf of Customer or a Client through Customer, including alleged infringement or data-protection violations except to the extent caused by Joveo’s breach of this Agreement or the DPA; (b) Customer’s or its Client’s violation of applicable law (including employment, advertising, or data-protection law) in connection with use of the Platform; or (c) Customer’s gross negligence or wilful misconduct, including misuse of the Platform; except, in each case, to the extent the claim arises from the Platform’s infringement of third-party rights (which Section 14.1 addresses).
  3. Procedure. The indemnified Party will give prompt notice, allow the indemnifying Party sole control of the defence and settlement (no settlement admitting liability or imposing obligations on the indemnified Party without consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying Party’s expense.

Limitation of Liability.

• 1. Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR INACCURACY OF DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY. JOVEO WILL NOT BE LIABLE FOR DECISIONS MADE BY CUSTOMER BASED ON OUTPUT.
  2. General cap. EXCEPT FOR THE SUPER-CAP MATTERS AND EXCLUDED MATTERS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING PASS-THROUGH MEDIA SPEND, THIRD-PARTY COSTS, AND TAXES.
  3. Super cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING FROM: (A) ITS BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10; (B) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; OR (C) JOVEO’S BREACH OF ITS DATA SECURITY OR DATA-PROTECTION OBLIGATIONS UNDER SECTIONS 8 AND 9 OR THE DPA, WILL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXPRESSLY EXCLUDING PASS-THROUGH MEDIA SPEND, THIRD-PARTY COSTS, CARRIER COSTS, AND TAXES FROM THAT CALCULATION.
  4. Excluded matters. THE EXCLUSIONS AND CAPS IN THIS SECTION DO NOT APPLY TO: (A) CUSTOMER’S PAYMENT OBLIGATIONS, INCLUDING MEDIA SPEND, THIRD-PARTY COSTS, CARRIER COSTS, TAXES, AND OTHER PASS-THROUGH AMOUNTS; (B) CUSTOMER’S VIOLATION OF JOVEO’S INTELLECTUAL PROPERTY RIGHTS OR THE USE RESTRICTIONS IN SECTION 2.4; (C) FRAUD OR WILFUL MISCONDUCT; OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
  5. Acknowledgement. The Parties acknowledge that the Fees reflect this allocation of risk, and that these limitations are an essential basis of the bargain and will survive and apply even if any limited remedy fails of its essential purpose.

THIRD PARTY SERVICES.

The Platform may interoperate with or rely on Third-Party Services. Joveo does not control and is not responsible for the availability, performance, security, or legality or acts or omissions of any Third-Party Services, and any use of them is at Customer’s risk and subject to the applicable third party’s terms. To the maximum extent permitted by law, Joveo has no liability arising out of Third-Party Services or Third-Party Media, except to the extent directly caused by Joveo’s breach of its express obligations under this Agreement.

TERM AND TERMINATION.

• 1. Term and renewal. This Agreement and each subscription run for the Subscription Term stated in the Order Form. Unless the Order Form expressly states otherwise, each subscription will automatically renew for successive twelve (12)-month periods, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Commercial terms for a renewal term may be revised based on Joveo’s then-current pricing, the applicable pricing model, market conditions and Customer utilization; Joveo will notify Customer of any increase at least thirty (30) days before the renewal term begins, and Customer may decline renewal by giving notice of non-renewal within that period.
  2. Termination for cause. Either Party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days (fifteen (15) days for non-payment of undisputed Fees), or immediately if the breach is incapable of cure or involves fraud or wilful misconduct. Joveo may terminate immediately on notice if Customer breaches the Acceptable Use Policy or AI Addendum in a manner that creates security, legal, or operational risk, or if Customer becomes insolvent or is the subject of bankruptcy, receivership, or similar proceedings.
  3. Protective suspension. Joveo may suspend access immediately where necessary to prevent harm to the Platform, other customers, or third parties, to respond to a security incident, to comply with applicable law, or to address suspected fraud or abuse. Joveo will use reasonable efforts to notify Customer and restore access once the issue is resolved.
  4. Treatment of prepaid and unused amounts. On expiry or termination, Customer’s access ceases and accrued Fees become payable. Treatment of any prepaid, committed, or unused amounts (including any unused Credits) is as set out in the applicable Order Form and Credit Consumption Schedule; except as provided there, and except that Joveo will refund prepaid amounts for the unused remainder of the term where Customer terminates for Joveo’s uncured material breach, all Fees and prepaid amounts are non-refundable. Joveo may set off amounts Customer owes against any prepaid amounts before any refund.
  5. Data export. On request within thirty (30) days after termination, Joveo will make Customer Data available for export; thereafter it may be deleted in accordance with the DPA.
  6. Survival. Provisions that by their nature should survive will survive, including those relating to Credits already consumed, Fees, intellectual property, data protection, confidentiality, disclaimers, indemnification, limitation of liability, and governing law.

Incorporated Documents and Order of Precedence.

• 1. Incorporated documents. This Agreement incorporates the following documents by reference. Each is published at its URL and may be updated in accordance with Section 19; the version in effect on the applicable Order Form Effective Date (or on a renewal) governs. Customer should review each before accepting:
• Data Processing Addendum (DPA) — Data-processing terms, sub-processors, security, and international transfers. https://policies.joveo.com/dpa
• AI Addendum — Provider/deployer allocation, human-oversight and transparency obligations, and AI-regulation terms. https://policies.joveo.com/joveo-ai-addendum
• Acceptable Use Policy (AUP) — Permitted and prohibited uses of the Platform. https://policies.joveo.com/joveo-acceptable-use-policy
• Service Level Agreement (SLA) — Availability commitments, support, and Service Level Credits. https://policies.joveo.com/sla
• Consumption Schedule — Credit-consumption mechanics, billable-action debits, rollover, overage, carrier uplifts and related usage rules. https://policies.joveo.com/credit-consumption-schedule
  1. Order of precedence. In a conflict, the following order controls: (a) the Order Form (for Customer specific commercial terms); (b) the DPA, for data-protection and personal-data processing matters; (c) the AI Addendum, for AI-specific obligations and responsible-use matters; (d) this Agreement; (e) the Consumption Schedule, for Credit-consumption mechanics and billable-action definitions; and (f) the Acceptable Use Policy and SLA. Customer purchase-order or other pre-printed terms have no effect.

Modifications to the Terms.

• 1. Joveo may update this Agreement and the Incorporated Documents from time to time. Updates will apply prospectively to new Order Forms and, for existing subscriptions, from the commencement of the next renewal term.
  2. Notwithstanding the foregoing, Joveo may make changes during a current Subscription Term where required by applicable law or where reasonably necessary to address material security, fraud, misuse, or abuse risks, provided that any such changes are limited to what is reasonably necessary to address the applicable requirement or risk. Joveo will provide reasonable notice of any material update where practicable.
  3. Joveo will not materially reduce Customer’s rights under the DPA, AI Addendum, or SLA during the then-current Subscription Term, except to the extent required by applicable law or reasonably necessary to address a material security or regulatory risk.
  4. Customer-specific commercial terms in the Order Form will not change during the then-current Subscription Term except as agreed by the Parties. Credit debit values for existing billable actions in the Consumption Schedule will not increase during the then-current Subscription Term unless agreed by the Parties; Joveo may add new actions, features, or Optional Offerings and identify their applicable Credit debits before Customer uses them.
  5. If Customer does not agree to an update that will apply at renewal, Customer may elect not to renew in accordance with Section 17. Each Incorporated Document will be versioned and dated so that the Parties can determine which version applied at any given time.

General Provisions.

• 1. Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Joveo’s prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. Customer shall not assign this Agreement to a competitor of Joveo without Joveo’s prior written consent. Any attempted assignment in violation of this Section shall be void. This Agreement will bind and benefit the Parties and their permitted successors and assigns.
  2. Publicity. During the Term, Joveo may identify Customer as a customer and use Customer’s name and logo in Joveo’s customer lists, website, pitch decks, and other standard marketing materials. Joveo shall use Customer’s name and logo in accordance with Customer’s reasonable trademark usage guidelines provided to Joveo in writing. Joveo shall not issue any press release, case study, testimonial, or public announcement regarding Customer without Customer’s prior written consent. Customer may request that Joveo discontinue future use of Customer’s name or logo in marketing materials upon written notice, and Joveo shall use commercially reasonable efforts to comply with such request within a reasonable period.
  3. Force majeure. Neither Party (except as to payment obligations) is liable for delay or failure caused by events beyond its reasonable control; the affected Party will mitigate and resume performance as soon as practicable.
  4. Governing law and equitable relief. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles, and the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in California, except that Joveo may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, or the Platform.
  5. Compliance and export. Customer will comply with all applicable laws in its use of the Platform, including privacy, anti-corruption, sanctions, and export-control laws, and represents that it is not subject to, or owned or controlled by any person subject to, applicable trade sanctions that would prohibit use of the Platform. Each Party will comply with applicable anti-bribery and anti-corruption laws and will not offer, give, or accept any improper payment or inducement in connection with this Agreement.
  6. Electronic acceptance and records. Execution or electronic acceptance of an Order Form that references this Agreement constitutes binding acceptance of this Agreement and the Incorporated Documents.
  7. Miscellaneous. Joveo may use subcontractors to perform its obligations and remains responsible for their performance. Where subcontractors process personal data on Joveo’s behalf, their use is subject to the DPA. No waiver of one breach waives another. If any provision is unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted. Notices will be in writing to the Order Form addresses; Joveo may give operational, billing, and policy-update notices by email or in-product. Nothing creates a partnership or agency, and there are no third-party beneficiaries except indemnitees under Section 14. This Agreement, the Order Form, and the Incorporated Documents are the entire agreement and supersede prior understandings. This Agreement may be accepted electronically and in counterparts.