Services Agreement
Please note: You may not enter into this MSA on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under this MSA are not for consumer use. Our consumer offerings are governed by our Consumer Terms of Service instead.
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 the Services. Commercial terms for the Services (including subscription plans, Services/ Features, Quantity/ Limits and Fees) are set out in one or more Order Forms executed by the Customer, and this MSA governs all such Order Forms. Each Order Form incorporates this MSA by reference and, together with the following documents, forms a single agreement between the Parties (“Agreement”):
(a) This MSA, governing access to and use of Invideo’s software-as-a-service platform, AI-powered tools, APIs and related offerings (collectively, the “Services”).
(b) The Data Processing Addendum (“DPA”) describing Invideo’s processing of Personal Data in providing the Services.
(c) The Acceptable Use Policy (“AUP”) setting out permitted and prohibited uses of the Services.
(d) The Privacy Policy, describing Invideo’s data practices in connection with the Services.
(e) The Service Level Agreement (“SLA”) setting out service availability, performance commitments and related remedies.
(f) The Support Policy, describing technical support offerings for the Services.
(g) Any mutually executed amendments, statements of work, exhibits or similar documents that expressly reference this MSA or an Order Form.
By executing an Order Form that references this MSA, the Parties agree to be bound by the Agreement, including the documents above as in effect on that date, subject to any update mechanisms described in 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 relevant 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 the Authorised Users to access and use the Services under an Order Form, within the Quantity/ Limits specified in that Order Form. The Customer shall ensure that the Affiliates and the Authorised Users are bound by terms at least as protective as the Agreement. The Customer shall be liable for the breach of the Agreement by its Affiliates and the Authorised Users. The Customer shall not permit sharing of credentials, simultaneous logins in breach of agreed Quantity/ Limits, or access by unauthorised persons. The Customer shall maintain accurate records of Authorised Users and shall promptly notify Invideo of any actual or suspected unauthorised access or use.
1.3 Additional Features. During the Subscription Term, the Customer may subscribe to additional or upgraded features, modules or enhancements by entering into an additional Order Form. Invideo may reasonably decline requested additions where they would exceed capacity, contravene Invideo policies, require disproportionate resources or not be commercially feasible.
1.4 Service Standards. Invideo will provide and maintain the Services with commercially reasonable skill, care and diligence, using suitably qualified personnel and in conformance with the Agreement. Invideo may from time to time update, enhance, modify or discontinue aspects of the Services, including features, functionality, interfaces, models, algorithms, integrations, Licensed Content, APIs and technical configurations, in its discretion. During the Subscription Term, Invideo will not materially reduce the overall core functionality of the Services, except where such change is (a) required to comply with Applicable Laws; (b) required for security, safety, abuse-prevention or technical integrity reasons; (c) caused by the modification, discontinuation or unavailability of third-party services, models, APIs or Licensed Content not under Invideo’s reasonable control; (d) part of a beta, preview, experimental or trial feature; or (e) otherwise expressly permitted under the applicable Order Form or SLA.
1.5 Customer Responsibilities and Use Restrictions. The Customer is solely responsible for the Customer Data, Customer Content, Inputs and other materials it submits to or through the Services. Without limiting the AUP, the Customer shall not, and shall ensure its Affiliates, Authorised Users and third parties acting on its behalf do not:
1.5.1 license, sublicense, sell, resell, rent, lease, assign, distribute, time-share or otherwise make the Services or any part thereof available to third parties, except as expressly permitted in the Agreement;
1.5.2 modify or create derivative works of the Services, or reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying models or trade secrets, or engage in model extraction, prompt injection, or similar technical attacks against the Services, except to the limited extent required by Applicable Laws;
1.5.3 use the Services to build or operate products or services that compete with the Services, or to train, develop or improve any competing product, non-Invideo artificial-intelligence or machine-learning models;
1.5.4 use the Services to create or disseminate unlawful, harmful, infringing, deceptive, discriminatory, harassing or otherwise objectionable content (including undisclosed deepfakes, impersonation or content that violates the rights of minors), or in a manner that infringes third-party Intellectual Property Rights, privacy, publicity or other rights;
1.5.5 introduce malware, viruses or other harmful code into the Services, or attempt to probe, circumvent or disable any security or access controls;
1.5.6 engage in automated scraping, high-volume automated queries or other abusive technical behaviour beyond what is expressly permitted in the Agreement or an Order Form;
1.5.7 benchmark, test or otherwise evaluate the Services for the purpose of publishing comparative performance or competitive analysis without Invideo’s prior written consent;
1.5.8 circumvent or attempt to circumvent any rate limits, technical restrictions, usage caps, access controls or safety mitigations; or
1.5.9 extract, scrape, harvest or systematically collect Outputs, metadata or other materials from the Services except as expressly permitted under the Agreement.
1.6 Acceptable Use. Invideo may monitor use of the Services as reasonably necessary to enforce the Agreement. Where Invideo reasonably determines that the Agreement has been breached, it may suspend or restrict the Services.
1.7 Integrations and Third-Party Services. The Services may be integrated with the Customer’s systems or with Third-Party Services. The Customer is solely responsible for its engagement of third-party integrators or service providers. Any such integrator or Third-Party Services must act in compliance with the Agreement. Invideo will provide commercially reasonable support for integrations in accordance with the Support Policy but is not required to provide custom development or configuration unless agreed in a separate Order Form. Where the Customer enables an integration with any Third-Party Services, the Customer authorises Invideo to exchange the Customer Data with that Third-Party Services to the extent necessary to enable the integration and the Customer acknowledges that the Third-Party Service’s processing of that data is governed by its own terms and policies. Invideo shall have no responsibility or liability for any delays, errors, failures, costs, damages, loss of or damage to the Customer Data, security incidents or non-compliance arising from or relating to the acts, omissions, negligence or misconduct of such integrator or the Customer’s own personnel in connection with a system integration. The Customer is solely responsible for reviewing, verifying, validating, editing and using Outputs in compliance with Applicable Laws and the Agreement. The Customer must notify its Authorised Users that Outputs may not be accurate, complete, reliable or error-free and should not be relied upon without independent verification. The Customer shall not use Services for high-risk applications without appropriate expert oversight/ human intervention and shall make any disclosures of Outputs required by law or applicable codes of conduct.
1.8 Standard and Experimental Tier. The Services operate on a Standard Tier by default, which applies automatically to all Services under this Agreement. Invideo shall maintain a current list of Standard Tier foundational models at trust.invideo.io/subprocessors. The Customer may opt in to the Experimental Tier by enabling it through the Customer’s administrator account settings within the Services, upon which the Experimental Tier Terms available at [●] shall govern all rights, obligations, liability limitations and data protection terms applicable to Experimental Tier usage exclusively. By enabling the Experimental Tier through the administrator account settings, the Customer confirms its acceptance of the Experimental Tier Terms. Invideo shall not move any model from Standard Tier to Experimental Tier without the Customer’s prior administrator-level enablement. The Customer may revoke its opt-in at any time by disabling the Experimental Tier through the administrator account settings, upon which Standard Tier shall resume exclusively.
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 software, source and object code, AI models, algorithms, neural networks, system architecture, databases, templates, Licensed Content, APIs, SDKs, integrations, tools, user interfaces, graphics, layouts, trademarks, service marks, logos, domain names, and any and all enhancements, improvements, modifications, derivative works, updates, upgrades, bug fixes, patches or customisations to the foregoing, as well as all System Data, Usage Data, aggregated or anonymised analytics and machine-learning improvements derived from such data. 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. Without prejudice to the limited licence granted to Invideo in Section 2.4, 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 solely as necessary to perform its obligations under this Agreement and in accordance with the 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. For the avoidance of doubt, this Section applies only to Standard Tier usage. Experimental Tier usage is governed exclusively by the Experimental Tier Terms.
2.4 Licence to Outputs for Limited Purposes. To the extent necessary to provide, support, secure and enforce the Services and the Agreement, and for compliance, audit, model safety, system integrity, legal purposes and dispute-resolution purposes, the Customer grants Invideo a limited, non-exclusive worldwide licence to retain, reproduce, access, review and use Outputs and Designs generated through the Services for the duration of the Subscription Term and thereafter for so long as reasonably necessary for the foregoing purposes and in accordance with Invideo’s retention practices and Applicable Laws.
2.5 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.
2.6 Feedback. If the Customer or its Authorised Users provide Invideo with suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services (“Feedback”), the Customer grants Invideo a perpetual, irrevocable, worldwide, royalty-free, fully-paid, transferable and sub-licensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, commercialise and otherwise exploit such Feedback in any manner and for any purpose, including by incorporating it into the Services or other offerings, without any obligation to compensate, credit or notify the Customer. For clarity, the Feedback does not constitute Customer Confidential Information, and the Customer shall ensure it has obtained all necessary rights to grant the foregoing licence.
2.7 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 Treatment of Agreement Terms. The Parties agree that the non-public terms and conditions of the Agreement and any Order Form constitute Confidential Information of both Parties. Customer Data and Customer Content (including Inputs, Outputs and Designs) constitute Confidential Information of Customer.
3.6 Return and Deletion. Upon termination or expiry of the Agreement, the Recipient shall promptly cease using, and return or securely destroy, the Discloser’s Confidential Information in its possession or control, except that the Recipient may retain copies: (a) stored in automatic, routine back-up systems; or (b) as required to be retained under Applicable Laws or for the establishment, exercise or defence of legal claims; or (c) as required to perform the Agreement or comply with Applicable Laws. Any such retained Confidential Information shall remain subject to this Confidentiality section for so long as it is retained.
3.7 Survival and Remedies. The obligations in this Confidentiality section commence on the first disclosure of Confidential Information under the Agreement and shall continue for the Subscription Term and for a period of five (5) years thereafter, except that trade secrets and source-code-level, model-level or security-sensitive information shall be protected for so long as such information remains a trade secret or is not publicly known. The Recipient acknowledges that any actual or threatened breach of this Confidentiality section may cause irreparable harm to the Discloser for which monetary damages may be an inadequate remedy; accordingly, Discloser is entitled, in addition to any other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or mitigate such breach.
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. The Customer shall reimburse Invideo for all reasonable collection costs and legal fees incurred in recovering overdue amounts. If Customer is required by law to withhold any taxes from payments to Invideo, Customer shall gross up the payment so that Invideo receives the full Fee amount net of withholding, remit the withheld amount to the relevant tax authority, and provide Invideo with the applicable tax certificate upon request.
5. Warranties and Disclaimer
5.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organised, validly existing and in good standing under the laws of its jurisdiction of formation, with full power and authority to enter into and perform the Agreement; (b) the Agreement has been duly authorised, executed and delivered by its authorised representative and constitutes a valid, binding and enforceable obligation of that Party; and (c) it will comply with all Applicable Laws in connection with its performance under the Agreement (for Invideo, in providing the Services; for the Customer, in accessing and using the Services).
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, the applicable Order Form; (b) any Professional Services purchased by the Customer will be performed in a professional and workmanlike manner, using appropriately skilled personnel. For the avoidance of doubt, this Section applies only to Standard Tier usage. Experimental Tier usage is governed exclusively by the Experimental Tier Terms.
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 Data Processing Addendum. To the extent Invideo processes Personal Data on behalf of the Customer in connection with the Services, the Parties shall comply with the DPA, which is incorporated into and forms part of the Agreement. The DPA sets out, among other things, the subject-matter, duration, nature and purpose of the processing, the types of Personal Data and categories of data subjects, and the respective obligations and rights of the Parties.
8.2 Data Protection Liability. The Parties agree that any liability arising out of or in connection with the DPA, any Standard Contractual Clauses (as provided under EU GDPR) or other data-transfer mechanisms implemented thereunder, and the Agreement shall be subject to, and aggregated with, the limitations and exclusions of liability set out in Section 7 of this MSA.
9. Term and Termination
9.1 Term of Agreement. This MSA commences on the Effective Date and shall continue in effect until all Subscription Terms under all Order Forms have expired or have been terminated in accordance with the Agreement. The Subscription Term for each Order Form shall be as set forth in that Order Form.
9.2 Renewals. Unless otherwise specified in the applicable Order Form, each Subscription Term shall automatically renew for successive periods equal in length to the initial Subscription Term (or, if the initial Subscription Term is less than one (1) year, for successive one-year periods) unless either Party gives the other Party written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
9.3 Termination for Convenience. Either Party may terminate the Agreement, or any Order Form, for convenience by giving the other Party not less than thirty (30) days’ prior written notice. Unless otherwise specified in the notice, such termination for convenience shall be effective at the end of the then-current Subscription Term for the affected Order Form(s). During the notice period, the Agreement and all affected Order Forms shall remain in full force and effect and the Customer shall remain liable for all Fees and other amounts due for the remainder of the applicable Subscription Term, and no refund of prepaid Fees shall be due in respect of the period prior to the effective date of termination, except as expressly provided otherwise in the Agreement.
9.4 Termination for Material Breach. Either Party may terminate the Agreement in whole or any affected Order Form for cause upon written notice if the other Party materially breaches the Agreement or the relevant Order Form and fails to cure such breach within thirty (30) days after receiving written notice reasonably detailing the breach. For the avoidance of doubt, persistent or repeated violations of the AUP, Section 1.6, or Customer’s payment obligations may constitute a material breach. Notwithstanding the foregoing, Invideo may immediately suspend or terminate access to the Services without notice or cure period where the Customer’s use involves child safety violations or non-consensual synthetic media, or any other violation of the AUP that in Invideo’s reasonable determination causes or is likely to cause immediate and irreparable harm.
9.5 Termination for Insolvency. Either Party may terminate the Agreement immediately upon written notice if the other Party (a) becomes the subject of a petition in bankruptcy, insolvency, reorganisation or similar proceeding; (b) makes an assignment of the rights under the Agreement for the benefit of creditors; or (c) ceases to carry on business in the ordinary course.
9.6 Termination following Material Amendment. If the Customer exercises its termination right under Section 11.4 in respect of a material amendment that materially and adversely affects the Customer’s rights or obligations under the Agreement, such termination shall take effect from the date specified in the Customer’s termination notice (which shall be within thirty (30) days of the effective date of the relevant amendment), and Invideo will refund to the Customer any prepaid Fees for the affected Services attributable to the remaining unused portion of the applicable Subscription Term.
9.7 Effect of Termination or Expiry. Upon expiry or termination of the Agreement or any Order Form for any reason: (a) all rights of access and use granted to the Customer under the Agreement or the relevant Order Form, as applicable, shall immediately cease with respect to the terminated or expired Services; (b) the Customer shall promptly pay all Fees and other amounts that have accrued prior to the effective date of termination or expiry (including any amounts that become due as a result of such termination, except where termination is by the Customer for Invideo’s uncured material breach, in which case the Customer shall pay only for the Services properly provided up to the effective date of termination); (c) each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 3.6; and (d) those provisions of the Agreement which by their nature are intended to survive (including, without limitation, Sections 2, 3, 4 (with respect to amounts accrued), 5.4, 5.5, 6, 7, 8, 9.6, 10 and 11) shall remain in full force and effect.
9.8 Data Export. During the applicable Subscription Term, the Customer may export Customer Data from the Services in accordance with the functionalities described in the Agreement and, where applicable, the DPA. Following termination or expiry, subject to the Customer’s payment of all Fees due, Invideo may make Customer Data available for export for up to sixty (60) days following the effective date of termination or expiry, after which Invideo may delete or render inaccessible such Customer Data in accordance with the DPA and Invideo’s standard retention practices. Invideo shall retain and/or delete Customer Data in accordance with the DPA and its standard retention practices. The Customer acknowledges that Invideo is under no obligation to retain Customer Data beyond the retention periods described in the DPA or to provide any transition, migration, conversion, extraction, advisory or other assistance except under a separate written agreement for Professional Services subject to additional Fees.
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 is intended to or shall be construed to create a partnership, joint venture, agency, franchise, fiduciary or employment relationship between the Parties. Neither Party has any authority to bind the other Party in any respect, and no third party shall have any rights under the Agreement except as expressly stated.
11.2 Assignment. Neither Party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, except that Invideo may assign the Agreement without the Customer’s consent (a) to an Affiliate, provided that the assigning Party remains responsible for such Affiliate’s performance; or (b) in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets to which the Agreement relates. The Customer may assign the Agreement without Invideo’s consent only to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets to which the Agreement relates, in each case provided that the assignee is not a direct competitor of Invideo and is capable of performing the Customer’s obligations under the Agreement. Any attempted assignment in breach of this Section 11.2 shall be void and of no effect.
11.3 Audit. Customer acknowledges that Invideo is regularly audited by independent third-party auditors. Upon Customer’s request, Invideo shall supply a summary copy of its audit report(s) to Customer, which reports shall be subject to the confidentiality provisions of the Agreement. Invideo shall also respond to any written audit questions submitted to it by Customer, provided that Customer shall not exercise this right more than once per year.
11.4 Changes to Agreement Documents. Invideo may update this MSA and the other documents forming part of the Agreement from time to time by posting the updated version and, in the case of any material change (including changes affecting Fees, Intellectual Property, data use, liability caps or security obligations), providing at least thirty (30) days’ prior notice to the Customer, clearly identifying the change, its effective date and Customer’s related rights. The Customer’s continued use of the Services after the effective date of an amendment constitutes acceptance of the updated terms. If Invideo makes a material amendment to this MSA that materially diminishes the core functionality of the paid Subscription Services purchased by the Customer or materially increases the Customer’s payment obligations, and such amendment is not required by Applicable Laws, not made for security, safety or abuse-prevention purposes, and not caused by the modification, discontinuation or unavailability of any third-party service, model, API or Licensed Content not under Invideo’s reasonable control, then the Customer may terminate only the directly affected Order Form(s) by written notice to Invideo given within thirty (30) days after the effective date of the relevant amendment. Non-material changes (such as clarifications, formatting or minor editorial updates) will take effect upon posting without prior notice, and changes made solely to comply with Applicable Laws will take effect as required by such laws, with as much advance notice to the Customer as is reasonably practicable.
11.5 Force Majeure. Neither Party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. Nothing in this Section excuses or delays the Customer’s obligation to pay undisputed Fees for Services that have already been provided.
11.6 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.
11.7 Publicity. Unless otherwise specified in an Order Form, Invideo may identify the Customer as a customer of the Services and use Customer’s name and logo for that purpose on Invideo’s website and in its marketing materials only with the Customer’s prior written consent. Any other use of a Party’s name, logo or trademarks, or any press releases or public announcements regarding the relationship between the Parties, shall require the prior written consent of the other Party (not to be unreasonably withheld or delayed).
11.8 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.
11.9 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.
11.10 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.
11.11 Counterparts; Electronic Signatures. The Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of the Agreement and any Order Form by exchange of electronically signed copies (including via recognised electronic signature platforms) shall be sufficient to bind the Parties to the same extent as original signatures.
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:
“Acceptable Use Policy” or “AUP” means Invideo’s Acceptable Use Policy referenced in the preamble to this MSA, as updated from time to time in accordance with Section 11.4.
“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” has the meaning given in the preamble to this MSA and includes this MSA, all Order Forms and the other documents listed in the preamble, as they 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 Confidential Information” means Confidential Information of Customer or its Affiliates, including Customer Data and Customer Content.
“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.
“Customer Indemnified Parties” has the meaning given in Section 6.1.
“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.
“Discloser” has the meaning given in the definition of Confidential Information and in Section 3.
“DPA” or “Data Processing Addendum” means the data-processing terms referenced in the preamble to this MSA (and any schedules or Standard Contractual Clauses attached thereto), as updated from time to time in accordance with its terms and Section 11.4.
“Effective Date” has the meaning given in the preamble to this MSA.
“Experimental Tier” means the optional tier of Services described in Section 1.8, 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 available at [●], as updated from time to time in accordance with Section 11.4.
“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 or Statement of Work.
“Force Majeure Event” has the meaning given in Section 11.5.
“Indemnitee” and “Indemnitor” have the meanings given in Section 6.5.
“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, trademarks, 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.
“Invideo Indemnified Parties” has the meaning given in Section 6.4.
“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.
“MSA” means this Master Services Agreement, including any schedules or addenda attached to it.
“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.
“Subscription Start Date” means the start date for provision of the relevant Services as specified in the applicable Order Form.
“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.
“Party” and “Parties” have the meanings given in the preamble.
“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.
“Privacy Policy” means Invideo’s privacy policy referenced in the preamble, as updated from time to time in accordance with Section 11.4.
“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 or Statement of Work.
“Quantity” or “Limits” means the number of Authorised Users, usage volumes, storage limits, API call caps or other quantitative restrictions applicable to the Customer’s subscription, as set forth in the applicable Order Form.
“Recipient” has the meaning given in the definition of Confidential Information and in Section 3.
“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 or SOW, but do not include any Third-Party Services or Customer Content.
“Service Level Agreement” or “SLA” means the document referenced in the preamble that sets out service availability, performance commitments and related service credits or remedies, if applicable.
“Statement of Work” or “SOW” means a statement of work, work order or similar document executed by the Parties that describes Professional Services to be performed by Invideo, related deliverables, timelines and applicable Fees.
“Standard Tier” means the default tier of Services described in Section 1.8, which applies automatically to all Services unless the Customer opts in to the Experimental Tier in accordance with Section 1.8.
“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.
“Support Policy” means Invideo’s support policy referenced in the preamble, describing the support offerings available for the Services, as updated from time to time in accordance with Section 11.4.
“System Data” means data and information about the provision, use and performance of the Services and related systems and technologies that is collected by or on behalf of Invideo in connection with operation of the Services, but excluding Customer Data.
“Third-Party Services” means third-party services, software, products, applications, integrations, content or other offerings that are not provided by Invideo but that interoperate with or are used in connection with the Services, whether made available by the Customer, Invideo or a third party.
“Usage Data” means data and information generated or derived from the Customer’s and its Authorised Users’ use of the Services, such as usage metrics, analytics, logs and performance data, but excluding Customer Data in non-aggregated, identifiable form.