SERVICE PROVIDER AGREEMENT

SERVICE PROVIDERS ARE RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS TRIAL AGREEMENT BEFORE ACCESSING OR USING ANY ZUVE SERVICES. BY ACCESSING OR USING SUCH SERVICES, SERVICE PROVIDERS CONFIRM THEY HAVE READ AND ACCEPT THIS AGREEMENT.

1. License Grant/Limitations/Restrictions

This Agreement (“Agreement”) is made and entered into on the first day that the services are activated for service provider use (“Service Activation Date”), and will remain in effect until termination as specified below. The individual who has registered and signed up for the Services represents and warrants that he or she has the legal power and authority to enter into this Agreement and to legally bind the Service Provider to the terms of this Trial Agreement. The terms and conditions of this Agreement shall govern the services to be provided by Zuve. Subject to the terms and conditions of this Agreement, Zuve hereby grants the Service Provider a non-exclusive, non-transferable, non-assignable, limited license to use the Services.

2. Limitations on Use

Service Providers shall not (i) license, sublicense, sell, resell, transfer or make available to any third party the Services or the Content in any way; (ii) reverse engineer the Services; or (iii) access the Services in order to build a competitive product or service.

3. Service Provider’s Responsibilities

The Service Provider is responsible for all activity occurring under designated User accounts and shall comply with all applicable laws and regulations in connection with the use of the Services. The Service shall: (i) notify Zuve immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Zuve immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of Content, Services; (iii) not impersonate another Zuve user or provide their access details to another person to gain access to or use the Services. Whilst Zuve customers enter into contractual terms for usage of the Zuve mobile application, Service Providers shall enter in their own contracts with customers directly for the provision of the services.

4. Customer Data

The Services will be populated with a limited amount of Customer Data.  To the extent Service providers enters any Customer Data into the Services, Service Providers, not Zuve, shall have sole responsibility for the accuracy, quality, integrity and legality to use all Customer Data, and Zuve shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such Customer Data. To the extent Service Providers enter Customer Data into the Services, Service Providers agrees and acknowledge that Zuve is not obligated to retain any Customer Data after termination of the services, and (ii) Zuve may delete Customer Data after the service has been terminated, without further obligation or liability to the Customer.

5. Intellectual Property Ownership

Zuve alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Zuve Applications, Content and the Services, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to Service Providers any rights of ownership in or related to the Services, to any Deliverable, the Zuve Technology or the Intellectual Property Rights owned by Zuve.

6. Suspension and Termination

Zuve reserves the right to suspend or terminate this Agreement and the Services, with or without cause, at any time, with 30 days notice. Service providers may terminate the Services, with or without cause, at any time, by providing a written notice to Zuve at hello@zuve.co.uk.

7. Disclaimer of Warranty

THE SERVICES ARE PROVIDED “AS IS” AND ZUVE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ZUVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  ZUVE DOES NOT WARRANT THAT THE SERVICES, (INCLUDING PROFESSIONAL SERVICES OR RELATED DELIVERABLES, IF ANY) OR WILL BE ERROR-FREE.  ZUVE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZUVE IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY ZUVE.

8. Limitation of Liability

IN NO EVENT SHALL ZUVE AND ITS LICENSORS BE LIABLE FOR ANY DAMAGES, OF WHATEVER NATURE, AS A RESULT OF THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE.

9. Confidentiality

Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement or the Post Trial Agreement.  For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement.  As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans.  If Confidential Information is (a) provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), such shall be conspicuously designated as “Confidential” (or with some other similar legend) or (b) provided orally, such shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, unless a reasonable person would understand such information to be confidential based on its content.  Notwithstanding the above, Zuve Confidential Information shall include the Zuve Technology and all pricing terms offered to Service Providers, and Confidential Information shall include Customer Data. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement, and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, employees or affiliates of the Receiving Party, attorneys, accountants, and other professional advisors of the Receiving Party, in each case such person must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein.  Each Receiving Party’s confidentiality obligations with respect to such Confidential Information, shall remain in effect for the term of this Agreement and Post Trial Agreement and for a period of three (3) years after the termination or expiration of this Agreement and, if applicable, the Post Trial Agreement.

10. Definitions

As used in this Agreement and/or in any Service materials associated herewith:

Content” means the audio and visual information, documents, software, products and services contained in or made available via the Services, other than Customer Data; “Customer Data” means any data, information or material that Customer or Customer’s Users, subscribers or partners may disclose or submit to Zuve or the Services in the course of using the Services; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Zuve Technology” means all of Zuve’s proprietary technology (including Data, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Zuve in providing the Services; “Service(s)” means electronic chat and communications, to do list / milestone tracking and information delivery of relevant information for the purposes on moving home, delivered through the mobile application, website and webapp; “User(s)” means the end customer of the service provider who is moving home.