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Master Enterprise Agreement

MEA

This Agreement applies to any order forms executed as of the 22st of April of 2024. To check past version of this Agreement, please click here.

v.7

This Master Enterprise Agreement is entered into in Barcelona (Spain) by and between the customer identified in the applicable Order Form (“Client”), and TYPEFORM, as this term is defined in Section 13.5 below, and is effective as of the date in which the first Order Form entered into by the Parties (the Effective Date”). For purposes of this Master Enterprise Agreement, TYPEFORM and Client shall also be jointly referred to as the “Parties” and individually as a “Party”.

1. Scope of this MEA

1.1. Object. The subject matter of this Master Enterprise Agreement and its Schedules (the “MEA”), the terms of which are to be incorporated by reference into any Order Form(s) executed by the Parties from time to time, is to set forth the framework under which TYPEFORM will provide its Services to the Client and, to that effect, authorize the Client the use of the Software, and other proprietary rights as detailed in the Order Form(s). As used in this Agreement, (i) the term “Agreement” shall jointly refer to this MEA together with its Schedules, as well as any Order Form(s) executed by the Parties from time to time, (ii) “Software” refers to the software as a service (SaaS) identified in the Order Form(s) and accessible through the Site; and (iii) “Site” means the platform accessible through the Internet where the Services are made available to Client, as updated from time to time and as further identified in the applicable Order Form(s).

1.2. Order Form(s). During the term of this MEA, Client may submit to TYPEFORM orders for the provision of the Services, to be accepted in writing by TYPEFORM. Each Order Form constitutes a separate and independent agreement for the provision of the Services, effective as of the date specified therein. Termination of one or all Order Form(s) shall not result in the termination of this MEA or any other then-current Order Forms. Likewise, termination of this MEA shall not result in the termination of any then-current Order Form(s), which shall remain in full force and effect in accordance with their respective terms and conditions.

1.3. Prevalence. In the event of any conflict between the provisions of this MEA and an Order Form(s), the terms of the Order Form(s) at issue shall take precedence, followed by this MEA, and finally by its Schedules.

2. Services

2.1. Services. TYPEFORM will provide the Client, in a professional and workmanlike manner consistent with the MEA and the applicable Order Form(s), with the possibility to use the Software and related Services to collect, store and analyze data (the “Services”), and will further provide Client with technical support and assistance services in accordance with industry good practices and standards. Client may also be offered the opportunity to use Beta Services, as those are defined in and further governed by Schedule 2.1, and optional features, as those are defined and further governed by the Optional Features Specific Terms (the “Optional Features”). For clarification purposes, developer services are subject to the online terms and conditions.

To ensure that Client can successfully participate in the Services, we recommend that Client reviews the performance of its technology, as TYPEFORM cannot accept any responsibility for slow loading, latency, or failure to view or access forms or other online content forming part of any Service. TYPEFORM reserves the right to limit the use of any Service to any person, geographic region, or jurisdiction.

2.2. Authorization & Affiliates. TYPEFORM shall provide the Services to Client and its Authorized Users, including any access to the Software strictly necessary to use the Services. The authorization in this Section shall only cover the Client organization, and is granted for Client’s business purposes only, excluding third parties or other parties directly or indirectly related to the Client. Reselling or leasing of the Software and/or the Services is strictly forbidden. As used in this Agreement, the term “Authorized User(s)” is to be understood as the users within the Client’s own entity (i.e., excluding other companies that are part of the Client’s Group of companies, and any Client’s contractors or externals) that are allowed to use the Services (including the Software), in accordance with the relevant Order Form(s).

Notwithstanding anything to the contrary in the Agreement and provided that this MEA is in full force and effect, Affiliates of Client may benefit from the Services as long as TYPEFORM and said Affiliate(s) execute self-standing Order Form(s), which shall be fully subject to this MEA. As used in this Agreement, the word “Affiliate” shall refer to an entity that Controls, is Controlled by, or under common Control with, a Party, and “Control” shall mean, in respect of an entity, the ability to (a) govern its financial and operational policies; (b) appoint or dismiss the majority of the board members; or (c) directly or indirectly own the majority of its voting rights.

2.3. Software modifications. Client acknowledges that TYPEFORM may update from time to time the Software, and that such updates may result in changes in its ‘look & feel’ and/or functionality. Software modifications shall not substantially impact the essential functionalities of the Software. TYPEFORM will make its best efforts to provide reasonable prior notice to Client. TYPEFORM will provide, implement, configure, install, support, and maintain at its own cost and expense any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Software.

3. Use of the Services and general provisions

3.1. Provision of the Services. Client’s cooperation.. Client shall be responsible for meeting any human and material resources (including, without limitation, complying with any hardware or software requirements) needed to use the Software and the Services correctly and safely, as these requirements are communicated to Client from time to time. Client warrants and represents that (i) it will always comply with the usage policy set forth in Schedule 3.1; and (ii) it shall provide complete, true and accurate information necessary for the Services, and it shall provide its reasonable cooperation in order to allow TYPEFORM to render the contracted Services.

For clarification purposes, a breach of the terms of the Agreement (or its Schedules) by an Authorized User (including the obligations in this Schedule by Client and/or the Authorized User) shall be deemed as a breach by Client.

3.2. Services activity. Client acknowledges that, in order to ensure compliance with legal obligations, prevent phishing or fraud or when unlawful content is reported to TYPEFORM, TYPEFORM may be required to review Client’s activity, and contents and responses used in connection with the Services. For the avoidance of doubt, Parties agree that TYPEFORM has no obligation to monitor or review any content submitted by Client.

Without limiting other rights and remedies it may be entitled to, TYPEFORM shall have the right to (i) suspend the provision of the Services (including access to the Software) should Client substantially breaches its obligations (including, without limitation, its payment obligations);and (ii) modify, prevent access to, delete, or refuse to host, display or make available those contents that are believed to violate the law or this Agreement, either by the way in which said contents are used as analyzed on their own or by the way they interoperate with other contents, entities or people. Except for those cases in which the contents at issue could automatically trigger TYPEFORM’s liability under applicable law or when it is necessary to act diligently to prevent harm to others, TYPEFORM will notify Client in advance about its intention to act against said contents and give Client reasonable time to respond and take any necessary actions. Failure to do so, will entitle TYPEFORM to remove the contents without being held liable to Client for any Losses.

3.3. Third parties’ Services and Software. Links to external webpages and resources. The Services may interoperate with other services, platforms or software applications provided by third parties not related to TYPEFORM. Client acknowledges and agrees that TYPEFORM shall not have any obligation to defend, indemnify or otherwise hold harmless Client (or Client’s Associated Undertakings) for third parties’ actions, or lack of action, in the event that Client decides to use those third parties’ services, platforms or software applications, and that TYPEFORM is in no event obliged to grant, ensure or maintain access, interoperability and functionality of the said third parties’ services, platforms or software applications. For clarification purposes, should the Service interoperate with any third parties’ software applications, platforms or services, Client acknowledges that such third party might gain access to, without limitation, information regarded as ‘personal data’ under applicable law or otherwise confidential, and TYPEFORM shall in no event be found liable for the processing of personal data made by said third parties.

The Services, Site or Software may include links or references to other webpages or resources owned by third parties. TYPEFORM does not endorse them or, otherwise, approve them. TYPEFORM does not make any representations nor offers any warranties about said webpages or resources, and it shall not be held liable to Client or any Client’s Associated Undertakings.

As used in this Agreement, “Associated Undertakings” means either Party’s Affiliates, officers, directors, employees, agents and/or licensors.

3.4. Malware and viruses. TYPEFORM shall use reasonable endeavors to implement industry good practices and standards aimed at preventing any known malware, viruses and other software programs potentially damaging computer systems or aimed at gaining access to Client’s systems. Client (and its Authorized Users) shall also use reasonable endeavors to implement industry good practices and standards to prevent any damages related to said malicious software programs.

3.5. Audit rights. Client acknowledges and agrees that TYPEFORM —or any third party appointed by TYPEFORM— may inspect and monitor the use of the Services —including the Software— by Client to verify compliance with this Agreement. Client shall provide TYPEFORM with its reasonable assistance and cooperation it may need to conduct the verifications mentioned in this Section.

4. Remuneration

4.1. Price. Client will pay to TYPEFORM without reduction or set off the fees specified in each Order Form, as well as any fees for any Add-on(s) purchased by Client from time to time (the “Price”). The Price will be paid in full upon the execution of each Order Form, or upon the start date of each billing cycle as set forth in each Order Form, or upon the placement of an Add-on request. Client shall not be entitled to any full or partial refund.

4.2. Price increases and updates. TYPEFORM shall be entitled to increase the Price by a 10%, as a maximum amount, once in any 12-month period and shall notify Client of any such price increases.

4.3. Taxes. Client is responsible for paying all taxes associated with its subscription to the Services, except for taxes assessed against TYPEFORM based on net income. If TYPEFORM has the legal obligation to pay or collect taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides us with a valid tax exemption certificate authorized by the appropriate tax authority. Should any payment of the Price be subject to withholding tax by any government, Client will be responsible for such taxes and will reimburse TYPEFORM to the extent we are required to pay any such withholding taxes.

4.4. Overdue payments. Client shall pay TYPEFORM interests at a rate equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation before the natural semester in which Client is in default increased by 8 percentage points. Additionally, Client shall pay TYPEFORM a €40 (forty euro) penalty for late payment management costs, plus any other costs actually faced by TYPEFORM in excess of such figure.

The lack of payment within the terms agreed in this MEA or, where applicable, the relevant Order Form shall result in the cancellation of any discounts granted to the Client in all the then-current Order Forms, which shall be invoiced and immediately due and payable by Client.

5. Representations and Warranties

5.1. Mutual representations and warranties. Each Party warrants and represents that: (i) it has full power and authority to enter into this Agreement, and that all shareholder and board approvals, consents and permissions necessary for entering into the Agreement, if any, have been obtained; (ii) the execution of this Agreement and the performance of its terms and conditions do not and will not violate any laws, rules, regulations, directives and governmental requirements of its jurisdiction; and (iii) it shall comply with all laws, rules, regulations, directives and governmental requirements which apply to its performance of its obligations under this Agreement.

5.2. Representations and warranties of the Client. In addition to any other representations and warranties set forth in other sections of the MEA, Client warrants and represents that (i) it will use the Services in accordance with the provisions of this Agreement, in particular and without limitation, observing at all times the limitations in Schedule 3.1 and other Sections of this Agreement as well as any reasonable instructions delivered by TYPEFORM —or by an authorized representative of TYPEFORM— from time to time; (ii) any contents or data used in connection with the Services will be uploaded, processed or otherwise used and acquired having obtained any necessary approvals, authorizations or licenses, and complying with any applicable laws, rules, regulations, directives and governmental requirements in the field of privacy, intellectual property and/or image rights; and (iii) with respect to Section 5.2.(ii), it shall provide its reasonable cooperation in the event that TYPEFORM requires any evidence to prove before competent authorities and/or courts about the satisfaction of the requirements or consents referred therein.

5.3. Representations and warranties of TYPEFORM. In addition to any other representations and warranties set forth in other sections of the MEA, TYPEFORM warrants and represents that: (i) the Services will be provided in a professional and workmanlike manner; and (ii) TYPEFORM owns all right, title and interest in, or otherwise has full right and authority to permit the use of, the Software, Site and Services; and that the Software, Site and Services do not and will not infringe upon or violate any United States of America or European Union third party right, including without limitation any patent, copyright, trademark, trade secret, or other proprietary or intellectual property rights. The representations and warranties included in Sections 5.1 and 5.3 shall not be understood to be made in respect of any Beta Services and/or Optional Features released and/or offered by TYPEFORM from time to time.

5.4. EXCLUSION OF REPRESENTATIONS AND WARRANTIES BY TYPEFORM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED UNDER SECTION 5.1 AND 5.3 ABOVE, THE SERVICES (INCLUDING THE SOFTWARE AND THE SITE, THE BETA SERVICES, AND THE OPTIONAL FEATURES) AND ANY MATERIALS ARE PROVIDED ON AN ‘AS IS,’ ‘WITH ALL FAULTS,’ AND ‘AS AVAILABLE’ BASIS AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. TYPEFORM AND ITS ASSOCIATED UNDERTAKINGS DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OR STATUTORY, NOT EXPRESSLY PROVIDED IN THIS MEA INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THAT THE SOFTWARE, SERVICES, SITE AND/OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, TIMELY, ON A SECURE BASIS, THAT ANY OF THEIR DEFECTS WILL BE CORRECTED, OR THAT THEY —OR THE SERVERS THAT MAKE THEM AVAILABLE—WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (C) THAT ANY DESCRIPTIONS OF THE SOFTWARE, SERVICES, SITE AND/OR MATERIALS ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

5.5 No Reliance on Representations. Each Party warrants and represents that it is not relying and has not relied upon any representation, warranty or statement made by the other Party with respect to the facts involved or its rights or duties, other than the ones in this Section 5. Each Party understands and agrees that the facts relevant, or believed to be relevant to this Agreement, have been independently verified. Each party further understands that it is responsible for verifying the representations of law or fact provided by the other Party.

6. Indemnities

6.1. Mutual indemnification. Subject to Sections 6.2 and 6.3 below, each Party shall defend, indemnify and hold harmless the other Party and its Associated Undertakings from and against any and all losses, settlements, damages, liabilities, judgements, obligations, fines or sanctions, costs, and expenses (including reasonable attorney’s fees) (collectively “Losses”), arising out of any claim, proceeding, demand, suit or action (collectively “Actions”) brought by a third party related to: (i) a breach of the representations and warranties or obligations under this Agreement by the indemnifying Party; or (ii) the gross negligence or willful misconduct by the indemnifying Party.

Indemnifying Party shall have no obligation to indemnify as set forth in this Section 6 in connection with any Losses for which indemnified Party has an obligation to indemnify the indemnifying Party pursuant to this Section 6, as to which Losses each Party shall indemnify the other Party to the extent of its respective liability for such Losses.

6.2. TYPEFORM indemnification

Breach of Intellectual Property or Other Proprietary Rights

TYPEFORM will defend Client against all Losses arising out of a breach of Section 5.3.(ii) above. These indemnification obligations shall not apply in the event that: (i) the Software is modified by Client or its Authorized Users, if such Action and/or Losses would not have occurred but for such modification, (ii) Client fails to substantially follow any reasonable instructions delivered by TYPEFORM or its designee for purposes of updating or modifying the Software to avoid any such infringement, if such Action and/or Losses would not have occurred but for such combination; (iii) the Software is used in combination with another software, equipment, data or device not expressly requested, recommended or approved by TYPEFORM, if such Action and/or Losses would not have occurred but for such combination; (iv) the Action and/or Losses relates to Beta Services; and/or (v) the Action and/or Losses relate to Optional Features, which shall be subject to their specific terms.

If the Software becomes, or is likely to become, the subject of an Action, then TYPEFORM, at its sole option and expense, shall be entitled to (a) procure for the Client the right to continue using the Software, provided that, if any such option is chosen, TYPEFORM shall ensure that Client can use the Software with identical or similar functionalities, so that the Service is not substantially downgraded; or (b) replace or modify the allegedly infringing portion of the Software to avoid infringement without reducing the Software’s overall functionality. In the event that options (a) and (b) above are not commercially reasonable, TYPEFORM shall be entitled to terminate the affected Order Form(s) and the MEA and refund to Client any and all pre-paid, unused Price for the terminated portion of the Term. Client acknowledges and agrees that the implementation by TYPEFORM of any of the actions set forth in this Section shall not result in Client being entitled to claim for any damages or liabilities under the Agreement, except to the extent that Client has effectively been subject to an Action (and has experienced any Losses) because of TYPEFORM’s breach of Section 5.3.(ii) above, as to which TYPEFORM’s liability shall be subject to the provisions in the paragraph above.

6.3. Indemnification procedures. (i) The Party seeking to be indemnified under this Section 6 shall provide the indemnifying Party prompt written notice of the Action (provided that any failure to so notify the indemnifying Party will not relieve the indemnifying Party from any liability or obligation that it may have under this Section 6, except to the extent of any material damage to the indemnifying Party resulting from such failure); (ii) the indemnifying Party shall have primary control of the investigation, defense, negotiation and settlement of the Action; provided that the Party receiving indemnification may at its expense join in the defense of the matter with counsel of its choice; and (iii) the Party receiving indemnification shall provide the indemnifying Party all reasonable and necessary cooperation, at the indemnifying Party’s expense, in the defense of such Action. The indemnifying Party may not settle any Action without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, unless such settlement (x) involves only the payment of money damages by the indemnifying Party; and (y) includes a complete release of the Party receiving indemnification. Any other settlement will be subject to the prior written consent of the Party receiving indemnification (which consent shall not be unreasonably withheld).

7. Limitation of Liability

7.1. IN NO EVENT WILL A PARTY AND ITS ASSOCIATED UNDERTAKINGS BE LIABLE TO THE OTHER PARTY (AND/OR ITS ASSOCIATED UNDERTAKINGS) FOR ANY BREACHES OF THEIR RESPECTIVE REPRESENTATIONS AND WARRANTIES ALREADY KNOWN TO THE OTHER PARTY WHEN ENTERING INTO THIS AGREEMENT, FRAUD, OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOST REVENUES, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR CLAIMS, OR THOSE WERE FORESEEABLE), AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES PARTIES MAY POSSESS AND TO ALL CLAIMS UNDER ALL THEORIES OF LAW AND EQUITY. THE LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN CLIENT AND TYPEFORM. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THIS LIMITATION WILL APPLY TO ALL CLAIMS UNDER ALL THEORIES OF LAW AND EQUITY.

7.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TYPEFORM’S (OR TYPEFORM’S ASSOCIATED UNDERTAKINGS’) AGGREGATE OR CUMULATIVE LIABILITY TO THE CLIENT FOR DIRECT DAMAGES OR UNDER THIS AGREEMENT (INCLUDING UNDER SECTION 6 ABOVE OR ANY OTHER CONTRACTUAL OBLIGATIONS), TORT (INCLUDING NEGLIGENCE AND STATUTORY DUTY) OR OTHERWISE EXCEED (I) WITH RESPECT TO EITHER PARTY’S BREACH OF CONFIDENTIALITY OR PRIVACY OBLIGATIONS, AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 ABOVE, TWO (2) TIMES THE PRICE PAID OR PAYABLE BY CLIENT TO TYPEFORM UNDER THE APPLICABLE ORDER FORM(S) TO WHICH THE DAMAGE RELATES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS FIRST GIVING RISE TO ANY SUCH LIABILITY; OR (II) IN RESPECT OF ALL OTHER MATTERS, THE PRICE PAID OR PAYABLE BY CLIENT TO TYPEFORM UNDER THE APPLICABLE ORDER FORM(S) TO WHICH THE DAMAGE RELATES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS FIRST GIVING RISE TO ANY SUCH LIABILITY.

7.3. Limitation and/or exclusion of liability and warranties may be limited in certain jurisdictions. To the extent that the limitations and exclusions in Sections 5, 6 and 7 cannot be enforced or are considered void or illegal, either in whole or in part, said Sections shall be construed and enforced in the sense of limiting the scope, duration and/or extent of the liability and/or warranty provision at issue. Nothing in this Agreement shall be understood to limit or exclude Client’s liability for Price owed in excess of any liability caps hereunder.

8. Term and Termination

8.1. Term. This MEA comes into effect on the Effective Date and shall be in force unless terminated by any Party by providing thirty (30) calendars day prior notice (the "Term").

For the avoidance of doubt and despite a termination of this MEA in accordance with this Section 8, Parties acknowledge and agree that the terms and conditions of this MEA shall subsist and remain fully in force for as long as there is an Order Form in force between the Parties, as the provisions of this MEA are incorporated by reference to any Order Form(s) in accordance with Section 1.1 above.

8.2. Order Form(s) Term. Unless otherwise specified in the relevant Order Form, Order Forms shall come into effect in the date specified therein, and shall automatically renew at the end of each Term for consecutive terms equal to the duration of the Term unless early terminated in writing by either of the Parties by giving thirty (30) calendar days prior notice. In particular, auto-renewal shall not apply to any Consulting Services, set-up fees for SSO Services, or any Add-Ons placed by the Client.

8.3. Termination. A Party may also terminate the MEA and/or an Order Form: (a) When it is expressly authorized to do so under this MEA; (b) In the event that a Party breaches the Agreement, provided that the Party requesting the termination is not in breach of any of its obligations and gives written prior notice to the breaching Party of at least fifteen (15) calendar days, it being understood, however, that non-substantial and remediable breaches shall give the right to the Party in default to remedy any such breach within fifteen (15) days from the date on which the other Party notifies its will to terminate the Agreement. Should the breach not been remedied during that period of time, the Agreement shall be deemed automatically terminated, and the Party in bonis shall not be required to send further termination notice. For clarification purposes, it is expressly mentioned that this provision entitles to either Party to terminate, at the same time and under the conditions set forth herein, any MEA and any Order Form(s) then-current; (c) To the maximum extent permitted by law, in case Client becomes insolvent or bankrupt, or similar insolvency proceedings are instituted against the assets of Client; and (d) In the event that Client suffers any verified change of Control without TYPEFORM’s prior written consent, as long as the third-party Controlling Client is a competitor of TYPEFORM; or (e) In the event of a force majeure event (as this term is defined in Section 12.3 below) lasts longer than sixty (60) consecutive days, the Party not experiencing the force majeure event may terminate this Agreement upon written notice to the other Party.

8.4. Consequences of termination. Upon termination of the MEA and/or an Order Form(s) in place, all rights and obligations will cease to have effect and will terminate. In particular but without limitation, Client will not receive any further Services from TYPEFORM and, accordingly, shall immediately cease in the use of the Software and destroy any materials it may have access to. For the avoidance of doubt and unless the Client expressly requests to cancel its Accounts (action that will trigger the deletion of all data collected through the Software), termination of the relevant Order Form shall result in (i) the accounts covered under such Order Form being downgraded to ‘freemium’ Accounts and being fully subject to the terms and conditions published from time to time in the Site; (ii) Client being entitled to continue receiving the services which are available to all clients for free, and using the Software in the ‘freemium’ functionalities, as made available to any free user of the Software, and as provided by TYPEFORM from time to time.

Termination shall not affect those provisions that, given their scope or nature, should survive the termination of the MEA or an Order Form, as well as any Parties’ obligation arising during the Term and not timely and totally performed by the Parties, such as Client’s payment obligations.

As used in this Agreement, “Materials” refers to any contents made available to Client as a result of the provision of the Services or, otherwise, through the Site, regardless of whether they are intended to be used with or somehow related to the Services. Without limitation, ‘Materials’ shall cover the Site, as well as the platform design and interface, any documents, manuals or information delivered to or otherwise made available to Client from time to time.

9. Intellectual Property

9.1 Intellectual property of TYPEFORM. All intellectual property rights made available through the Site (including, without limitation, the Software and the Materials, as well as any other logos, trademarks, trade names, copyrights, copyrightable materials, trade dresses, patents, industrial designs, design patents, and any goodwill associated thereof) provided to or made available to Client are owned by TYPEFORM or, as the case may be, by third parties that have licensed them to TYPEFORM (“TYPEFORM IP”). Nothing in this Agreement shall be understood to transfer any ownership rights over TYPEFORM IP, nor any rights to use the TYPEFORM IP other than those expressly granted herein or necessary to perform the rights and obligations set forth in the Agreement. Except as provided under this Agreement, Client shall not use any TYPEFORM IP without TYPEFORM’s prior written permission. All rights in TYPEFORM IP not specifically granted hereunder are reserved.

Notwithstanding the foregoing and to the maximum extent permitted by law and except when expressly authorized in writing by an empowered representative of TYPEFORM, Client, while being beneficiary of the Services or thereafter, shall not have any rights to access nor to use the Software, Site or Services for purposes not expressly authorized under the corresponding Order Form. Client shall not, in whole or in part, directly or indirectly by means of third parties or contractors, access to the Software’s source and/or object codes, or dissemble, decompile, reproduce, or copy, transform, adapt, modify, improve, create successive versions, develop updates, or adapt the Software, as well as correct any of its errors. Additionally, and subject to applicable law, Client shall not disclose or gain access to the Software’s source code, instructions or sequences, or algorithms, even when any such actions are found to be necessary or convenient to ensure use of the Software by Client. Client warrants and represents that it will not, either directly or indirectly, attempt to access to the source and/or object codes, or remove or circumvent any security measures put in place for the protection of said codes.

9.2 Intellectual property of Client. Except as expressly set forth herein, all right, title and interest in and to any Client logo, trademark, trade name, copyright, data (including personal data), copyrightable material, trade dress, patent, industrial design right, design patent or other intellectual property or proprietary rights, and all goodwill associated with the foregoing (collectively, the “Client IP”), are each the exclusive property of Client and/or the third parties that have licensed Client any such rights. Any and all materials uploaded by Client to the Services shall be considered Client IP and remain the sole and exclusive property of Client, and TYPEFORM does not claim any ownership over Client IP.

TYPEFORM shall not use any Client IP without Client’s prior written permission, it being understood, however, that (i) TYPEFORM shall be entitled to use Client IP to perform the obligations under this Agreement only; (ii) Client grants TYPEFORM a non-exclusive, worldwide, limited license to any de-identified data part of the Client IP to study and improve the Services and publish any findings; and (iii) personal data collected when third parties browsing the Site or the Software may be collected by TYPEFORM for its own business purposes as long as TYPEFORM complies with the applicable laws and regulations.

Client understands and agrees that certain Client IP combined with the Software and/or the Services (e.g. the look and feel chosen by the Client and the questions being submitted by the Client) will be publicly available, and other people may be able to access them.

10. Data Protection

10.1. Data processing. The processing of personal data through the Software or as a result of the provision of the Services shall be subject to the provisions included in the Data Processing Agreement (“DPA”) attached as Schedule 10.1, which lists the obligations to which TYPEFORM is subject to.

For clarification purposes, Client is informed that the structure, questions and design of any forms, questionnaires, quizzes or alike part of the Services is made public and anyone having a link to the form will be able to retrieve this information. For clarification purposes, this section refers to the questions and structure of the form, but not the responses submitted to a specific form, questionnaire or quiz.

10.2. Data of the Parties’ representatives. Personal data submitted by Client for purposes of executing this Agreement will be processed by the joint controllers TYPEFORM SL and TYPEFORM US LLC for performing the rights and obligations laid down herein being, thus, the legal basis of the processing the performance of the Agreement, complying with legal duties and obligations, and the legitimate interests of said entities in performing this agreement and preventing fraud (being in this latter case the impact for data subjects very reduced, given the data being processed). Those processing are strictly necessary to achieve the objects of the present contractual relationship. Personal data will only be processed as long as necessary to perform the obligations of this Agreement, and will be kept during the following five (5) years after the termination of the Agreement. Only those third parties providing IT support and legal services, other affiliates of the joint controllers, and public authorities or judicial and administrative authorities, to the extent required by any applicable laws or orders, may gain access to such personal data. Data may be transferred to processors located in the European Economic Area and the US, and to the extent that those processors have undertaken to comply with the security measures required by the joint controllers (including by signing specific agreements following the requirements included in the Regulation (EU) no. 2016/679, the “GDPR”, or any other applicable laws). Joint controllers will always implement additional security and organizational measures to protect it, as needed. Data subjects may request access to and rectification or erasure of their personal data, or restriction of processing concerning said data or to object to processing as well as the right to data portability by sending an email to gdpr@typeform.com. Likewise, they may lodge a complaint with the Spanish Data Protection Agency (www.agpd.es). Data Protection Officer may also be contacted at gdpr@typeform.com. For further details on how we process your data as joint controllers, visit our Privacy Policy and CCPA notice here.

11. Confidentiality

11.1 Scope. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of a Party; technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding products or services and markets therefor; customer lists and customers; software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, or hardware configuration information; the Materials; and/or marketing, finances or other business information. Confidential Information does not include information that (i) is known to the receiving Party at the time of disclosure to it by disclosing Party as evidenced by written or electronic records of receiving Party; (ii) has become publicly known and made generally available through no wrongful act of receiving Party or a third party; (iii) receiving Party rightfully obtains from a third-party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) has been independently developed by receiving Party without reliance on disclosing Party’s Confidential Information; or (v) information regarded 'personal' under privacy laws, which shall be fully subject to the DPA attached thereto. Confidential Information may also include third parties’ information under Control of disclosing Party and disclosed under the contractual relationship set forth herein.

11.2 Limitations. Receiving Party shall (i) keep secret and maintain the Confidential Information as confidential and hold the Confidential Information in trust for the exclusive benefit of disclosing Party; (ii) not use the Confidential Information for any purpose whatsoever other than as permitted under the Agreement; (iii) not disclose or permit disclosure of any Confidential Information of disclosing Party to any person or entity not a party to this Agreement, other than officers, employees or contractors of receiving Party who (x) are required to have the information in order to carry out the Services, (y) are apprised of the confidential nature of the Confidential Information; and (z) execute a confidentiality agreement restricting disclosure of the Confidential Information in a manner consistent with the provisions of this Agreement or otherwise be subject to preexisting written obligations of confidentiality no less protective than the provisions of this Agreement, provided that receiving Party shall be responsible for breaches of this Agreement by its officers, employees and contractors; and (iv) exercise all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, without limitation, the degree of care that receiving Party utilizes to protect its own Confidential Information of a similar nature, but not less than a reasonable degree of care. Receiving Party shall promptly notify disclosing Party of any misuse, misappropriation, or unauthorized disclosure of Confidential Information of disclosing Party which may come to receiving Party’s attention.

11.3. Notice of compelled disclosure. If receiving Party is required by legal process or under any applicable law, rule or regulation, to disclose any of disclosing Party’s Confidential Information, then prior to such disclosure, receiving Party will give prompt written notice to disclosing Party so that it may seek a protective order or other appropriate relief. In the event that the disclosing Party is unable to obtain a protective order or other appropriate remedy, or if it so directs the receiving Party, the receiving Party shall furnish only that portion of the Confidential Information that the receiving Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded to such Confidential Information.

11.4. Termination. Upon the termination of this Agreement and at disclosing Party’s written request, the Receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic or other form of media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed and that receiving Party does not retain any Confidential Information. Notwithstanding the foregoing, the receiving Party shall not need to destroy electronic archives and backups made in the ordinary course of business where it would be commercially impracticable to do so; provided that any such Confidential Information retained shall remain subject to the obligations of confidentiality set forth herein.

11.5. General. Receiving Party agrees that all Confidential Information will remain the sole property of disclosing Party, and it further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without disclosing Party’s prior written approval, receiving Party will not directly or indirectly disclose to anyone any commercial information relating to this Agreement, such as without limitation, prices, fees and services.

12. General provisions

12.1. Entire Agreement. This MEA, its schedules and each Order Form constitute the entire agreement between the Parties concerning the subject-matter and they supersede all prior proposals, agreements, understandings, or other communications between the Parties, oral or written, regarding such subject matters.

12.2. No waiver. Any waiver to the rights set forth by this Agreement will need to be made in writing in order to be valid. Waivers shall always be interpreted in a restrictive manner and, thus, shall not affect any other rights under the present contractual relationship even where said rights are found to be similar or related to the waived right/s. Lack of action or enforcement of the rights granted under the Agreement shall not be construed as a waiver, unless confirmed thereafter in writing.

12.3. Force Majeure. Neither Party shall be held responsible for failure or delay o perform all or any part of this Agreement due to flood, fire, earthquake, draught, war, or any other events, which could not be predicted, controlled, avoided, or overcome by the relative Party. However, the Party affected by the force majeure event shall inform the other Party of its occurrence in writing as soon as possible and confirm their inability to perform their obligations set out in the Agreement, and it shall further use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances. The duration of this Agreement shall be automatically renewed for a period of time equivalent to the one during which the Parties were unable to perform their obligations due to occurrence of the force majeure event.

12.4. Assignment of the Agreement. Neither Party may assign or transfer, by operation of law or otherwise, this Agreement, or any of its rights under this Agreement or delegate any of its duties contained therein to any third party without the other Party’s prior written consent; except (i) pursuant to a transfer of all or substantially all of a Party’s business and assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise; and / or (ii) in respect to TYPEFORM, to a wholly owned affiliate, cases in which the other Party’s consent shall be required. Any attempted assignment or transfer in violation of the foregoing shall be void. This Agreement shall inure to the benefit of and be binding upon any permitted successors or assigns.

12.5. No third-party beneficiary. Nothing in the MEA or any Order Form(s), express or implied, shall not be construed as conferring upon any person other than the Parties and their permitted successors or assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, notwithstanding Affiliate’s right to execute an Order Form with TYPEFORM under the terms and conditions in Section 2.2 above.

12.6. Independent contractors. The Agreement sets forth a commercial relationship between the Parties and, thus, it is the express intention of the Parties to perform the rights and obligations set forth herein as independent business entities, with separate legal personality and without confusion or association with their business or assets.

12.7. Integration of Sections. The illegality, invalidity or nullity of any of the sections of this Agreement will not affect the validity of its other provisions, provided, always, the Parties’ rights and obligations are not affected in an essential manner. ‘Essential’ shall be construed as any situation that harms the interests of any of the Parties, or that affects the object of the MEA as detailed in Section 1 above. Such sections are to be replaced or integrated into others that, in accordance with law, correspond to the objective of the substituted sections.

12.8. Notices and communications. All notices and communications made by the Parties must be in writing in English to the addresses specified at Section 13.5 below in respect of TYPEFORM, and to the account acting as admin in respect of Client. Communications shall be served by (i) personal delivery with written confirmation of receipt; (ii) certified mail with acknowledgement of receipt; or (iii) any other mean providing evidence of receipt by the addressee, including e-mail.

13. Miscellaneous

13.1. Reporting. If Client provides TYPEFORM with feedback about the Services (including the use of the Software), TYPEFORM may use that feedback and improve the Services, the Site or the Software without any obligation to compensate Client. Feedback shall be considered non-confidential and non-proprietary and, accordingly, TYPEFORM shall be free to use such information on an unrestricted basis.

13.2. Use of Logo. TYPEFORM may use Client’s trade name and trademarks on its website and any other promotional materials produced by TYPEFORM from time to time. To this extent, Client grants TYPEFORM a non-exclusive, non-sublicensable, royalty-free, worldwide license to use said intellectual property, it being understood, however, that TYPEFORM shall use said intellectual property in accordance with the industry standards and shall follow any reasonable instructions Client may give it from time to time.

13.3. Non-solicitation. During the term of this MEA and six (6) months thereafter, Client shall refrain to directly or indirectly make any offer of employment, or establish any other contractual relationship with TYPEFORM’s employees for purposes of conducting any activity directly or indirectly related to the Service. In the event of breach of this provision, Client shall pay TYPEFORM as a penalty an amount equal to three times the gross yearly salary of each employee approached by Client, regardless of whether Client has end up hiring or otherwise contracting said employee or not. For the avoidance of doubt, Parties acknowledge that the six-month term set forth in this Section shall start upon termination of any then current Order Form(s), should said Order Form(s) terminate after the termination date of this MEA. This provision shall not, however, restrict either Party from making any non-targeted general public solicitation for employees not specifically directed at any employee(s), and provided further that no Party shall be restricted from employing any employee who responds to any such non-targeted general public solicitation.

13.4. Changes. This Agreement may be updated from time to time by TYPEFORM by posting an updated version of it on its website. New versions shall be understood to be fully applicable once 30 days have passed since its original posting date.

13.5. Contracting entity.

  • In case Client is located in the US, the contracting entity is TYPEFORM US LLC, a Delaware limited liability company registered in The Corporation Trust Company, 1209 N Orange St., Wilmington, Delaware 19801, USA. Notifications shall be served at Spaces 95, 3rd St., 2nd Floor, San Francisco, CA 94103, USA. Said company is acting as a reseller of the Services, on behalf of TYPEFORM SL.

  • In those cases Client is located outside the US, the contracting entity is TYPEFORM SL, a Spanish corporation registered at C/ Can Rabia 3-5, 4th floor, 08017 — Barcelona (Spain)

14. Governing Law and Jurisdiction

14.1. If Client is located in the US, this Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any cause of action or claim you might have with respect to the Services or otherwise under this STC must be filed before the courts of the State of Delaware, which shall have exclusive jurisdiction.

14.2. For Clients located elsewhere, the rights and obligations of the Parties under the contractual relationship set forth herein shall be governed and construed in accordance with Spanish law, without reference to conflict of laws principles. The Parties agree to submit all conflicts arising from or related to this contractual relationship to the courts in Barcelona (Spain), and they waive any other jurisdiction to which they may be entitled to.