Services Agreement
These are enterprise terms and do not apply to consumer use - our consumer offerings are governed by our Consumer Terms of Service instead. You may not enter into this MSA on behalf of an organization or entity unless you have the legal authority to bind it.
This Master Services Agreement ("MSA") is entered into between the Invideo entity identified in the Order Form ("Invideo") and the customer identified in that Order Form ("Customer") (each a "Party" and collectively the "Parties"). The MSA is effective from the effective date of the first Order Form between the Parties ("Effective Date").
This MSA governs the Customer's access to and use of Invideo's software as a service platform, AI powered tools, APIs and related offerings (collectively, the "Services"). Commercial terms for the Services are set out in the Order Form, which incorporates this MSA by reference (together, the "Agreement").
1. Services and Use of Services
1.1 Grant of Rights: Invideo grants the Customer a limited, non-exclusive, non-transferable, revocable right, during the applicable Subscription Term specified in the Order Form, to access and use the Services solely for the purposes specified in the relevant Order Form.
1.2 Affiliates and Authorised Users: The Customer may permit its Affiliates and Authorised Users (individuals it authorises to access the Services under its Account) to access the Services within the limits specified in the Order Form, shall ensure they are bound by terms no less protective than this Agreement, and shall be liable for their breach. The Customer shall not permit credential-sharing or access by unauthorised persons.
1.3 Service Standards: Invideo will provide the Services with commercially reasonable skill and care and may modify, update or discontinue features at its discretion. Invideo will not materially reduce the Services' core functionality during the Subscription Term except where required by law, security or safety reasons, due to third-party services outside Invideo's control, for beta, preview, experimental or trial features, or as otherwise permitted under the Order Form. Support and service-level commitments for the Services are set out in Invideo's Support Policy and Service Level Agreement ("SLA").
1.4 Acceptable Use: The Customer's, its Affiliates' and Authorised Users' use of the Services is subject to Invideo's Acceptable Use Policy ("AUP"), which is incorporated into this Agreement by reference.
1.5 Integrations and Third-Party Services: The Services may be integrated with the Customer's systems, third-party products or services that interoperate with the Services ("Third-Party Services"), or the Customer's own client workflows ("Client Engagements"). The Customer is solely responsible for any integrator, Third-Party Service or Client Engagement, and Invideo has no liability for delays, errors, losses or non-compliance arising from them. By enabling an integration, the Customer authorises Invideo to exchange Customer Data with the relevant Third-Party Service, whose processing of that data is governed by its own terms. The Customer is solely responsible for reviewing and verifying all Outputs before use, and shall not rely on Outputs in high-risk applications without appropriate human oversight.
1.6 Standard and Experimental Tier: The Services operate on a Standard Tier by default. Invideo shall maintain a current list of Standard Tier foundational models at invideo.io/help/models. The Customer may opt in to the Experimental Tier through its administrator account settings, upon which the Experimental Tier Terms available at Data Processing Addendum (“DPA”) shall govern Experimental Tier usage exclusively; the Customer may revoke this opt-in at any time, upon which Standard Tier shall resume.
2. Intellectual Property
2.1 Ownership of Services: As between the Parties, Invideo and its licensors exclusively own all right, title and interest in and to the Services and all related technology and materials, including all system data, usage data, aggregated or anonymised analytics and machine-learning improvements derived from such data, and any and all enhancements and derivative works to the foregoing. All Intellectual Property Rights in and to the Services and such related materials are and shall remain the exclusive property of Invideo and its licensors, and no rights are granted to the Customer other than the limited rights of access and use expressly set out in the Agreement.
2.2 Ownership of Customer Content, Customer Data and Outputs: As between the Parties, the Customer retains all right, title and interest in the Customer Data, including all Customer Content, Inputs and other data provided or made available by or on behalf of the Customer in connection with the Services. Subject to the Customer's compliance with the Agreement and payment of all applicable Fees, all right, title and interest in the Outputs and Designs shall vest in the Customer, to the extent permitted by Applicable Laws and to the extent Invideo has the right to grant such ownership. The Customer acknowledges that Outputs and Designs are generated using third-party AI models, Licensed Content and other third-party components, and that Invideo makes no representation that Outputs or Designs are free from third-party Intellectual Property Rights claims. The Customer is solely responsible for evaluating and ensuring the lawfulness of its use of Outputs and Designs, including for commercial purposes.
2.3 Licence to Customer Data and Outputs: The Customer grants Invideo a worldwide, non-exclusive, royalty free, sub-licensable (to Affiliates, sub-processors and sub-contractors) licence to host, copy, store, process, transmit, display and otherwise use Customer Data and retain, reproduce, access, review the Outputs and Designs solely as necessary to perform its obligations under this Agreement and in accordance with the Data Processing Addendum ("DPA"). For clarity, Invideo confirms that it does not use Customer Data, Customer Content, Inputs, Outputs or Designs to train or fine-tune its artificial intelligence or machine learning models.
2.4 Licensed Content and Third-Party Content: Use of Licensed Content made available through the Services (including stock images, videos, audio, templates, fonts and other media assets) is governed by the Agreement and, where applicable, additional third-party licensor terms made available by Invideo. All right, title and interest in such Licensed Content shall remain with the applicable licensors, and the Customer's rights in Outputs or Designs incorporating Licensed Content shall be subject to such licence terms. The Customer's rights to use Licensed Content are limited to those expressly granted in the Agreement and relevant third-party terms. All other rights are reserved by Invideo and its licensors, including in respect of AI-generated or AI-assisted Licensed Content which may not be unique and for which Invideo does not grant the Customer exclusivity.
2.5 Feedback: The Customer grants Invideo a perpetual, irrevocable, royalty-free licence to use any suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services ("Feedback") for any purpose, without obligation to compensate or credit the Customer. Feedback is not the Customer's Confidential Information, and the Customer warrants it has the rights necessary to grant this licence.
2.6 Non-Exclusivity of Outputs: Any similarity between Output generated for different Users does not in itself constitute infringement of the Customer's rights or give the Customer any exclusive rights to those common elements.
3. Confidentiality
3.1 Confidentiality Obligations: During the Subscription Term and thereafter, each Party (as "Recipient") shall: (a) use the other Party's ("Discloser") Confidential Information solely to perform its obligations and exercise its rights under the Agreement; (b) not disclose the Discloser's Confidential Information to any third party, except on a need-to-know basis strictly to its Affiliates who, the Recipient shall ensure, are also bound by this confidentiality clause; and (c) protect the Discloser's Confidential Information from unauthorised use, access or disclosure using a reasonable degree of care.
3.2 Permitted Use: The Recipient shall use the Discloser's Confidential Information only for the purposes expressly permitted under the Agreement and shall not use such Confidential Information to develop, operate or provide any products or services that compete with the Discloser's offerings, or for any other purpose that is detrimental to the Discloser. No rights or licences in or to the Discloser's Confidential Information are granted to the Recipient except as expressly set out in the Agreement.
3.3 Exclusions: The obligations in this Confidentiality section do not apply to information that the Recipient can demonstrate: (a) was or becomes publicly available without breach of the Agreement by the Recipient; (b) was lawfully known to the Recipient prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Recipient without use of Discloser's Confidential Information.
3.4 Required Disclosure: The Recipient may disclose Confidential Information to the extent required by Applicable Laws or by a court or regulatory authority, provided that (to the extent legally permitted) it gives prompt notice to the Discloser and reasonably cooperates in seeking confidential treatment.
3.5 Return and Deletion: On termination, the Recipient shall return or destroy the Discloser's Confidential Information, except copies retained in routine back-up systems or as required by Applicable Laws or for legal claims, which remain subject to this Section while retained.
3.6 Survival and Remedies: These confidentiality obligations survive for five (5) years post-termination, and indefinitely for trade secrets and source-code, model-level or security-sensitive information for so long as such information remains confidential. Breach of this Section may cause irreparable harm for which the Discloser may seek injunctive or other equitable relief, in addition to any other available remedy.
4. Payment Terms
4.1 The Customer shall pay all Fees and charges specified in the applicable Order Form in accordance with the Agreement. Except as expressly stated otherwise in the Agreement, all Fees are non-cancellable and earned upon receipt, and no refunds or credits are due.
4.2 Subject to the terms of the Order Form: (i) all invoices shall be payable within thirty (30) days of the invoice date; (ii) any invoice/ Fees not paid when due shall accrue interest from the due date until paid in full at the rate of 1.5% per month; (iii) Invideo reserves the right to suspend or restrict access to the Services for non-payment of any invoices/ Fees, and for suspected breach of the Agreement by the Customer, its Affiliate or Authorised User.
5. Warranties and Disclaimer
5.1 Mutual Warranties: Each Party represents and warrants that it is duly organised with full power and authority to enter into the Agreement, that the Agreement has been duly authorised and executed and constitutes a valid, binding obligation, and that it will comply with all Applicable Laws in its performance under the Agreement.
5.2 Invideo Warranties: Invideo warrants that: (a) during the applicable Subscription Term, the Services, when used by the Customer in accordance with the Agreement, will perform in all material respects as described in the Agreement and the applicable Order Form; and (b) any Professional Services purchased by the Customer will be performed in a professional and workmanlike manner, using appropriately skilled personnel.
5.3 Remedies for Breach of Invideo Warranties: If Invideo breaches the warranty in Section 5.2(a) or 5.2(b), the Customer's exclusive remedy and Invideo's sole obligation shall be for Invideo, at its expense and within a reasonable time: (i) to use commercially reasonable efforts to correct the non-conformity; or (ii) if Invideo determines that such correction is not commercially reasonable, to permit either Party to terminate the affected Services, in which case Invideo will refund to the Customer any prepaid Fees for the non-conforming Services attributable to the remaining unused portion of the applicable Subscription Term or services period.
5.4 Customer Warranties: The Customer represents and warrants that: (a) it has and will maintain all necessary rights, consents and permissions to provide Customer Content and Customer Data to Invideo and to permit their use by Invideo as contemplated by the Agreement and the DPA; (b) its use of the Services and all Customer Content, Inputs and Outputs will comply with the Agreement and with all Applicable Laws, including data-protection, consumer, advertising and export-control laws; (c) it will not introduce any viruses, malware or other harmful code into the Services; and (d) Customer Content and Customer's use of the Services and Outputs (other than Licensed Content) will not infringe, misappropriate or violate any third-party rights, including Intellectual Property Rights, privacy or publicity rights.
5.5 Disclaimers: EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THE AGREEMENT, THE SERVICES, THE OUTPUTS AND ALL OTHER MATERIALS PROVIDED BY INVIDEO ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, INVIDEO AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
WITHOUT LIMITING THE FOREGOING, INVIDEO DOES NOT WARRANT THAT: (A) THE SERVICES OR ANY OUTPUTS WILL BE ERROR-FREE, COMPLETE, ACCURATE, UNIQUE, FREE FROM BIAS OR FIT FOR ANY PARTICULAR CUSTOMER USE CASE; (B) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICES WILL BE COMPATIBLE WITH THE CUSTOMER'S SYSTEMS, INTEGRATIONS OR THIRD-PARTY SERVICES, EXCEPT TO THE LIMITED EXTENT EXPRESSLY STATED IN AN ORDER FORM. INVIDEO IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS, DOES NOT GUARANTEE THEIR CONTINUED AVAILABILITY, FEATURES OR PERFORMANCE, AND PROVIDES NO WARRANTIES WITH RESPECT THERETO, EVEN WHERE SUCH THIRD-PARTY SERVICES OR PRODUCTS INTEROPERATE OR INTEGRATE WITH THE SERVICES; OR (E) THE OUTPUTS OR DESIGNS WILL BE FREE FROM THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS CLAIMS OR ELIGIBLE FOR INTELLECTUAL PROPERTY PROTECTION UNDER APPLICABLE LAWS.
6. Indemnification
6.1 Indemnification by Invideo: Invideo shall defend, indemnify and hold harmless the Customer, its Affiliates, and their respective directors, officers and employees (together, the "Customer Indemnified Parties") from and against any third-party claim, demand, action or proceeding (each a "Claim") to the extent alleging that the Customer's authorised use of the Services, as provided by Invideo and used in accordance with the Agreement, directly infringes any Intellectual Property Rights of such third party. Invideo will pay those damages, settlement amounts and costs (including reasonable legal fees) finally awarded against the Customer Indemnified Parties by a court of competent jurisdiction (or agreed in a settlement approved by Invideo) arising out of such Claim.
6.2 Exclusions from Invideo Indemnity: Invideo's obligations under Section 6.1 shall not apply to the extent the Claim results from: (a) modification of the Services by or on behalf of the Customer (other than changes made or authorised in writing by Invideo); (b) combination or use of the Services with any data, software, hardware, system or service not provided or authorised in writing by Invideo, if the Claim would not have arisen but for such combination or use; (c) use of the Services in breach of the Agreement, the AUP, or Applicable Laws; (d) Customer Content, Customer Data, Inputs or other materials provided or controlled by or on behalf of the Customer; (e) Outputs or Designs generated by the Customer in breach of the Agreement; or (f) a version of the Services that has been superseded, if the infringement would have been avoided by use of the then-current version made available by Invideo and the Customer was notified of the need to upgrade in a reasonable time; (g) any Licensed Content or the Customer's use of Outputs or Designs incorporating Licensed Content in breach of applicable licence terms; and (h) any third-party Intellectual Property Rights claims arising from or relating to third-party AI models, Licensed Content or other third-party components used in generating Outputs or Designs.
6.3 Infringement Remedies: If the Customer's use of the Services is, or in Invideo's reasonable opinion is likely to be, enjoined due to a Claim covered by Section 6.1, Invideo may, at its option and expense: (a) procure for the Customer the right to continue using the affected Services; (b) replace or modify the affected Services so that they become non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected portion of the Services and refund to the Customer any prepaid Fees for such Services attributable to the remaining unused portion of the applicable Subscription Term. This Section 6.3 sets out the Customer's sole and exclusive remedies, and Invideo's entire liability, for any Claim alleging infringement of Intellectual Property Rights by the Services.
6.4 Indemnification by Customer: The Customer shall defend, indemnify and hold harmless Invideo, its Affiliates and their respective directors, officers and employees (together, the "Invideo Indemnified Parties") from and against any Claim arising from or relating to: (a) the Customer's or its Authorised Users' use of the Services in breach of the Agreement or Applicable Laws; or (b) any allegation that Customer Content, Customer Data, Inputs, Outputs, Designs or other materials provided or controlled by or on behalf of the Customer infringe, misappropriate or violate any third-party Intellectual Property Rights, privacy, publicity or other rights, or have caused harm to a third party.
Without limiting the foregoing, the Customer shall indemnify and hold harmless the Invideo Indemnified Parties from and against any losses arising out of or in connection with: (i) the Customer's or its Authorised Users' breach of the AUP (including in relation to illegal, harmful or deceptive content, undisclosed deepfakes or impersonation); (ii) the Customer's or its Authorised Users' misuse of Services in high-risk contexts without appropriate validation; or (iii) the Customer's or its Authorised Users' non-compliance with Applicable Data Protection Laws (including, where applicable, the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023 in India) in connection with their use of the Services.
The Customer will pay those damages, settlement amounts and costs (including reasonable legal fees) finally awarded against the Invideo Indemnified Parties by a court of competent jurisdiction (or agreed in a settlement approved by the Customer) arising out of such Claim.
6.5 Indemnification Procedure: The obligations of an indemnifying Party ("Indemnitor") under this Section 6 are subject to the indemnified Party ("Indemnitee"): (a) giving the Indemnitor prompt written notice of any Claim (provided that any delay in giving notice shall not relieve the Indemnitor of its obligations except to the extent it is materially prejudiced by such delay); (b) granting the Indemnitor sole control of the defence and settlement of the Claim (except that the Indemnitor may not settle any Claim that imposes any admission of fault or non-monetary obligation on the Indemnitee without the Indemnitee's prior written consent, not to be unreasonably withheld or delayed); and (c) providing the Indemnitor with reasonable cooperation and assistance, at the Indemnitor's expense, in the defence and settlement of the Claim. The Indemnitee may participate in the defence of the Claim with its own counsel at its own expense.
6.6 Exclusive Remedies: Subject to any non-excludable rights under Applicable Laws, this Section 6 sets out each Party's sole and exclusive obligations, and the other Party's sole and exclusive remedies, with respect to (a) any third-party Claim alleging infringement or misappropriation of Intellectual Property Rights by the Services or by the Customer Content or Customer's use of the Services; and (b) any other third-party Claim covered by this Section 6.
7. Limitation of Liability
7.1 Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.2 Aggregate Liability Cap: SUBJECT TO SECTION 7.3 BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO INVIDEO UNDER THE APPLICABLE ORDER FORM(S) FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
7.3 Excluded Claims: The exclusions and limitations in Sections 7.1 and 7.2 do not apply to: (a) the Customer's obligation to pay Fees due under the Agreement; (b) either Party's breach of its confidentiality obligations under Section 3; (c) either Party's gross negligence, wilful misconduct or fraud; and (d) any liability that cannot be excluded or limited under Applicable Laws.
8. Data Protection and Security
8.1 To the extent Invideo processes Personal Data on behalf of the Customer, the Parties shall comply with the DPA, which is incorporated into this Agreement for that purpose. Liability arising under the DPA is subject to, and aggregated with, the limitations in Section 7.
8.2 Invideo's handling of business contact and account information is governed by its Privacy Policy.
9. Term and Termination
9.1 Term and Renewal: This MSA commences on the Effective Date and continues until all Subscription Terms have expired or been terminated. The Subscription Term for each Order Form is as set out in that Order Form and automatically renews for successive periods of equal length (or one year, if shorter), unless either Party gives 30 days' written notice of non-renewal before the then-current Term ends.
9.2 Termination: Either Party may terminate this Agreement or any Order Form (a) for cause, if the other Party materially breaches this Agreement and fails to cure within 30 days of written notice (persistent AUP or payment violations may constitute material breach); or (b) immediately, if the other Party becomes subject to insolvency or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases to carry on business in the ordinary course. Invideo may suspend the Customer's access to the Services immediately, without notice, for non-payment of any undisputed Fees (such suspension not itself constituting termination, and access to be restored upon payment of all undisputed Fees due), and may terminate or suspend immediately, without notice or cure, where the Customer's use involves child safety violations, non-consensual synthetic media, or any AUP violation likely to cause immediate, irreparable harm.
9.3 Effect of Termination or Expiry: On termination or expiry, the Customer's access to the terminated Services ceases immediately. The Customer shall pay all Fees accrued prior to termination. Each Party shall return or destroy the other's Confidential Information per Section 3.5, and provisions intended to survive (including Sections 2, 3, 4, 5, 6, 7, 8 and 11) remain in force.
10. Governing Law and Dispute Resolution
10.1 Governing Law: The Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the country in which the Invideo entity identified in the applicable Order Form is incorporated, without giving effect to any conflict of laws principles that would require the application of the laws of any other jurisdiction.
10.2 Jurisdiction: The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, breach or termination (a "Dispute"), through amicable discussions. If the Dispute is not resolved within thirty (30) days from the date one Party notifies the other Party of the Dispute in writing, either Party may refer the Dispute to arbitration in accordance with Section 10.2.1.
10.2.1 If such Dispute is not resolved within thirty (30) days, it shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference into this Section.
10.2.2 The seat of arbitration shall be determined as follows:
(a) Mumbai, India, where the Invideo entity identified in the Order Form is Whitesheep Technology Private Limited;
(b) Singapore, where the Invideo entity identified in the Order Form is Invideo Innovation Pte. Ltd; and
(c) New York, United States, where the Invideo entity identified in the Order Form is Invideo Inc.
The tribunal shall comprise of a sole arbitrator appointed by mutual agreement of the Parties. The language of the arbitration shall be English.
11. General Provisions
11.1 Relationship of the Parties: The Parties are independent contractors. Nothing in the Agreement creates a partnership, agency, or employment relationship, and neither Party may bind the other.
11.2 Assignment: Neither Party may assign the Agreement without the other's consent (not unreasonably withheld), except that Invideo may assign to an Affiliate or in connection with a merger, acquisition or sale of assets, and the Customer may assign only to an Affiliate or in a merger, acquisition or sale of assets, provided the assignee is not a competitor of Invideo and can perform the Customer's obligations. Any other attempted assignment is void.
11.3 Changes to Agreement Documents: Invideo may update this MSA and related documents by posting the updated version, with at least 30 days' prior notice for material changes (including to Fees, Intellectual Property, data use, liability caps or security obligations). Continued use after the effective date constitutes acceptance. If a material amendment (not required by law, security/safety reasons, or third-party changes outside Invideo's control) materially diminishes core functionality or increases payment obligations, the Customer may terminate the directly affected Order Form(s) by written notice within 30 days of the amendment's effective date, in which case the termination is effective from the date specified in that notice and Invideo will refund prepaid Fees for the unused portion of the affected Services. Non-material changes and legally required changes take effect upon posting. The Customer agrees to be bound by the Acceptable Use Policy (linked at Section 1.4), the Data Processing Addendum (linked at Section 8.1), the Support Policy and Service Level Agreement (linked at Section 1.3), and the Privacy Policy (linked at Section 8.2), each as in effect on the date of the applicable Order Form, subject to the update mechanism below.
11.4 Force Majeure: Neither Party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, civil disturbance, or third-party infrastructure failures. This does not excuse the Customer's obligation to pay for Services already provided.
11.5 Compliance with Laws, Trade Restrictions and Anti-Corruption: Each Party shall comply with all Applicable Laws in connection with its performance under the Agreement, including applicable export-control, sanctions and anti-bribery/anti-corruption laws. The Customer represents and warrants that neither it nor any party that owns or controls it is a Restricted Party or located in a country or territory subject to comprehensive sanctions, and the Customer shall not permit any Restricted Party or person located in such a country or territory to access or use the Services. Neither Party shall, directly or indirectly, offer, pay, solicit or accept any undue financial or other advantage of any kind in connection with the Agreement in violation of applicable anti-corruption or anti-bribery laws.
11.6 Publicity: Any use of either Party's name, logo or trademarks, or any press release or public statement about the relationship between the Parties, requires the other Party's prior written consent, which shall not be unreasonably withheld.
11.7 Waiver: No failure or delay by either Party in exercising any right, power or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of the Agreement must be in writing and signed by the Party granting the waiver.
11.8 Severability: If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement shall remain in full force and effect, and the Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects their original intent.
11.9 No Third-Party Beneficiaries: Except as expressly provided otherwise in the Agreement (including with respect to Customer Indemnified Parties and Invideo Indemnified Parties), nothing in the Agreement is intended to or shall be construed to confer upon any person or entity other than the Parties hereto and their permitted successors and assigns any legal or equitable right, benefit or remedy of any nature whatsoever.
12. Definitions
12.1 Defined Terms. In addition to the terms defined elsewhere in the Agreement, the following capitalised terms have the meanings set out below:
"Account" means a unique account established by or on behalf of the Customer to enable its Authorised Users to access and use the Services.
"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means direct or indirect ownership or control of more than fifty per cent (50%) of the voting interests of the subject entity.
"Agreement" means this MSA together with the Order Form, the AUP, DPA, Support Policy, SLA, and Privacy Policy as each may be amended from time to time.
"Applicable Laws" means all laws, statutes, ordinances, regulations, rules, codes and other binding requirements of any governmental authority that apply to a Party or to that Party's performance under the Agreement, including Applicable Data Protection Laws.
"Applicable Data Protection Laws" means all data-protection, privacy and data-security laws and regulations applicable to the processing of Personal Data under the Agreement, as further specified in the DPA.
"Authorised User" means an individual natural person (such as an employee, contractor or agent of the Customer or its Affiliates) whom the Customer has authorised to access and use the Services under Customer's Account, and who has been supplied with unique access credentials by or on behalf of the Customer.
"Confidential Information" means any information disclosed by or on behalf of one Party or its Affiliates (the "Discloser") to the other Party or its Affiliates (the "Recipient") that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) business, commercial and financial information such as business plans, strategies, pricing, revenue and cost data, customer and prospect lists, supplier and partner information and marketing plans; (b) technical information such as product roadmaps, specifications, designs, documentation, algorithms, AI models, training data, source and object code, APIs, SDKs, system architecture, performance metrics, security protocols, audit reports and compliance certifications; (c) operational information such as processes, workflows, internal policies and procedures; (d) the Customer Data and Customer Content (including Inputs, Outputs and Designs), to the extent not already publicly available; and (e) the non-public terms and conditions of the Agreement and any Order Form. Confidential Information does not include information that is subject to one of the exclusions in Section 3.3.
"Content" means any text, images, audio, video, data, templates, fonts, or other materials or information that is processed, stored, displayed or generated in or through the Services.
"Customer" has the meaning given in the preamble and includes its permitted successors and assigns.
"Customer Content" means any Content (including text, images, audio, video, templates, fonts and other materials) that the Customer or its Authorised Users submit, upload, provide or otherwise make available to or through the Services.
"Customer Data" means all data, information and Content (including Customer Content, Inputs, Outputs and Designs) that is submitted, uploaded or provided to the Services by or on behalf of the Customer or its Authorised Users, including any Personal Data contained therein.
"Designs" means any creative design, composition, video, image, template, layout or similar output created by or on behalf of the Customer and/or its Authorised Users using the Services, including any AI Output that forms part of such design.
“Experimental Tier” means the optional tier of Services described in Section 1.6, available only upon the Customer’s administrator-level enablement through the administrator account settings within the Services, and governed exclusively by the Experimental Tier Terms.
“Experimental Tier Terms” means the terms governing Experimental Tier usage, as updated from time to time in accordance with Section 11.3.
"Fees" means all fees, charges and other amounts payable by the Customer under the Agreement, including without limitation subscription fees, usage-based fees, overage fees and fees for Professional Services, as set out in the applicable Order Form.
"Inputs" means prompts, instructions, queries, data, Content and other materials that the Customer or its Authorised Users provide to AI Services or other Services in order to generate AI Outputs or other Outputs.
"Intellectual Property Rights" means all intellectual property and proprietary rights anywhere in the world, whether registered or unregistered, including: copyrights, database rights, patents, patent applications, trade marks, service marks, trade names, trade-dress rights, design rights, utility models, moral rights, rights in software and code, rights in inventions, know-how and trade secrets, and all other rights of a similar nature arising from intellectual activity, together with any registrations, applications, renewals and extensions of such rights.
"Licensed Content" means all content (including stock media such as photos, images, videos, audio, templates, fonts and other media assets) made available by Invideo or its licensors through the Services.
"Order Form" means an ordering document (including any quote, order form, service plan or similar document) issued by Invideo and accepted by the Customer (online or offline) that references this MSA and sets out the Services, Subscription Term(s), usage limits, Fees and other commercial details applicable to the Customer's subscription.
"Outputs" means any Content, data, reports, analysis, AI Output, video, image, audio, text or other material generated, produced or returned by the Services (including AI Services) in response to or based on Inputs or other Customer Data.
"Personal Data" means any information relating to an identified or identifiable natural person that is processed by Invideo on behalf of the Customer in connection with the Services, as further described in the DPA.
"Professional Services" means any integration, configuration, consulting, training, transition, migration, development or other professional or ancillary services (other than standard support) performed by or on behalf of Invideo for the Customer, as described in an Order Form.
"Restricted Party" means any person or entity that is (a) listed on any applicable sanctions- or export-control-related restricted-party list; (b) owned or controlled by, or acting on behalf of, such a person or entity; or (c) located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions.
"Services" or "Features" means Invideo's hosted, software-as-a-service offering(s) made available to the Customer under the Agreement, and has the meaning given in the preamble. "Services" include, without limitation: (a) Invideo's web-based and mobile applications, interfaces and consoles for video creation, editing, generation, collaboration and publishing; (b) all AI-powered tools and features (the "AI Services"), including text-to-video, image, audio and other generative or assistive capabilities; (c) any associated application programming interfaces ("APIs"), software development kits ("SDKs"), plug-ins, webhooks and integrations made available by Invideo; (d) hosting, storage, processing, encoding, rendering and delivery of Outputs and Designs through Invideo's systems; (e) analytics, usage dashboards, administration and account-management features provided as part of the platform; (f) Licensed Content made available via the Services; and (g) standard support provided under the Support Policy and any Service Level commitments described in the SLA. For clarity, "Services" may also include Professional Services where expressly stated in an Order Form, but do not include any Third-Party Services or Customer Content.
“Standard Tier” means the default tier of Services described in Section 1.6, which applies automatically to all Services unless the Customer opts in to the Experimental Tier in accordance with Section 1.6.
"Subscription Term" means, with respect to any Subscription Services, the period between subscription start and subscription end date, subject to any renewal during which the Customer is authorised to use such Subscription Services, as set out in the applicable Order Form.