Terms of Service

These terms of service (this "Agreement") describe the terms and conditions on which October Ventures Pte. Ltd., a company registered in Singapore, doing business as Zivooo ("Zivooo", "we" or "us"), provides its customers (the "Customer" or "you") access to Zivooo's proprietary AI content platform for search engine optimization (SEO), answer engine optimization (AEO) and generative engine optimization (GEO), together with the content it produces and its related dashboards, editors, integrations and support (collectively, the "Zivooo Service"), available at https://zivooo.com.

By indicating acceptance of this Agreement, by completing the order process, or by otherwise using the Zivooo Service, you are entering into a legally binding agreement with Zivooo. If you do not agree to this Agreement, do not complete the order process and do not use the Zivooo Service.

If Customer, or the third party on behalf of whom Customer is acting (also, a "Customer"), and Zivooo have already entered into a separate written agreement governing provision of the Zivooo Service that has been signed on behalf of both Zivooo and Customer, then that other agreement applies in place of the terms herein, notwithstanding any checkbox or electronic acceptance required in order to use the Zivooo Service.

1. Provision of the Zivooo Service

1.1 Provision Generally

During the Term as defined in Section 5.1, Zivooo will provide Customer with access to the Zivooo Service in accordance with the terms and conditions of this Agreement. In order to access and use the Zivooo Service, Customer is responsible at its own expense for obtaining its own Internet access, and any applicable hardware and software required. The use of any registration-related information you provide us, the information we collect about you, and the information received by you in emails that you receive from third parties in connection with your subscription to the Zivooo Service, is governed by our Privacy Policy, available at /privacy, which we recommend you read.

1.2 Grant of Rights

Subject to the terms and conditions of this Agreement, Zivooo hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Zivooo Service, solely for Customer's business purposes during the Term. All rights not expressly granted to Customer are reserved by Zivooo and its licensors. There are no implied rights.

1.3 Eligibility Requirements

By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements ("Eligibility Requirements"): (a) Customer is at least 18 years old and has the legal capacity to be bound by this Agreement; (b) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement, including entering into this Agreement on behalf of and binding a third party, if so applicable; (c) all information which Customer provides, including but not limited to information provided during registration, information about Customer and any third-party business, and all relevant payment information, is within Customer's right to use, and is and will remain accurate, complete and current; (d) Customer is in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy; (e) to the best of Customer's knowledge, none of the Customer Data (as defined herein) will contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material; and (f) Customer will provide Zivooo with any information, records, or materials that we request to verify Customer's compliance with the Eligibility Requirements set forth above and the terms and conditions of this Agreement.

1.4 Restrictions

Customer shall not (and shall not allow any third party to): (a) use the Zivooo Service to develop or market any product, software or service that is functionally similar to or derivative of the Zivooo Service, or for any other purpose not expressly permitted herein; (b) permit any third party to access or use the Zivooo Service except as envisioned by the Zivooo Service in its normal operation or as specified in any documentation or instructions provided by Zivooo with regard to the use of the Zivooo Service (the "Documentation"); (c) sell, distribute, rent, lease, service bureau, post, link, disclose or provide access to the Zivooo Service, directly or indirectly, to any third party; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Zivooo Service; or (e) use any unauthorized robot, spider, scraper or other automated means to access the Zivooo Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Zivooo Service. Customer shall keep all passwords and API keys provided to it safe and secure, and shall be responsible for all use of the Zivooo Service using passwords or API keys issued to Customer. Customer shall notify Zivooo immediately of any actual or suspected unauthorized use of its passwords or API keys for the Zivooo Service. Without limiting any of its other rights or remedies, Zivooo reserves the right to suspend access to the Zivooo Service if Zivooo reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement (in which case, it shall provide Customer prompt written notice of such suspension).

1.5 Customer Cooperation

Customer shall: (a) reasonably cooperate with Zivooo in all matters relating to the Zivooo Service; (b) respond promptly to any Zivooo request to provide information, approvals, authorizations or decisions that are reasonably necessary for Zivooo to provide the Zivooo Service in accordance with this Agreement; and (c) provide such Customer materials or information as Zivooo may reasonably request to provide the Zivooo Service and ensure that such materials or information are complete and accurate in all material respects. Zivooo is not responsible for delays, gaps in publishing, or reduced output caused by Customer's failure to provide required cooperation, approvals, access or information, and no fees are reduced or refunded on that basis.

1.6 Generated Content and Ownership of Output

The Zivooo Service produces content briefs, articles, headings, metadata, images, structured data and related materials (collectively, "Generated Content") using artificial intelligence models, research data obtained from third-party providers, and human editorial review. As between Zivooo and Customer, and conditional on Customer having paid all fees then due, Zivooo assigns to Customer all right, title and interest that Zivooo holds in the Generated Content produced for Customer and approved for publication, so that Customer may publish, modify, retain and otherwise use it, including after this Agreement ends. That assignment does not extend to the Zivooo Technology, or to the prompts, templates, scoring models, benchmarks, workflows and methods used to produce Generated Content, all of which remain owned by Zivooo, nor to any third-party material incorporated into Generated Content and licensed separately. Customer acknowledges that AI models can produce similar or identical output for different customers given similar inputs, and that Zivooo does not warrant that Generated Content is unique, novel, or free of resemblance to material published by any third party.

1.7 Human Review and Customer Responsibility for Published Content

Generated Content is reviewed by Zivooo editors before it is published, but it is produced in part by automated systems and may contain errors, outdated statements, or statements that are inaccurate in Customer's specific context. Customer may review, edit, approve, reject or unpublish any Generated Content at any time through the Zivooo Service, and Customer is responsible for doing so. Customer is solely responsible for the accuracy, suitability, and legal and regulatory compliance of everything published under Customer's name or on Customer's domain, including any advertising, consumer protection, disclosure, professional, medical or financial rules that apply to Customer's industry. Generated Content is not legal, medical, financial, tax or other professional advice.

1.8 Publishing Access and Connected Accounts

Where Customer connects a website, content management system, search console property, or other third-party account to the Zivooo Service, Customer authorizes Zivooo to access that account and to create, update and publish content on it on Customer's behalf, within the scope of the connected integration. Customer represents that it holds the authority to grant that access. Customer may revoke access at any time from its dashboard, after which Zivooo will stop publishing through that integration; content already published remains on Customer's property for Customer to keep or remove. Zivooo is not responsible for the availability, behavior, or content policies of any third-party platform, or for content that a third-party platform rejects, alters, delays or removes.

2. Zivooo Technology

In connection with providing the Zivooo Service, Zivooo and its licensors shall operate and support the hosted environment used by Zivooo to provide the Zivooo Service, including the Zivooo Technology (as defined below), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, Documentation and all other technology or information so used by Zivooo. As used herein, "Zivooo Technology" means all of Zivooo's proprietary technology (including software, hardware, products, processes, algorithms, models, prompts, scoring systems, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Zivooo in providing the Zivooo Service.

3. Ownership

Customer acknowledges and agrees that as between Zivooo and Customer, all right, title and interest in and to the Zivooo Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information other than Customer Data) and other content on or made available through the Zivooo Service, other than Customer Data and Generated Content assigned under Section 1.6), the Zivooo Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by Zivooo or its licensors, and this Agreement in no way conveys any right, title or interest in the Zivooo Service or the Zivooo Technology other than a limited right to use the Zivooo Service in accordance with this Agreement. Zivooo acknowledges and agrees that as between Customer and Zivooo, all right, title and interest in and to the Customer Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data other than a limited right to use the Customer Data in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any Zivooo trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Zivooo Service.

4. Fees; Payments; Refunds; Taxes

4.1 Fees

In consideration of the provision of the Zivooo Service, Customer shall pay Zivooo the fees pursuant to the fee schedule and Zivooo subscription plan chosen by Customer at https://zivooo.com, and make such payment in accordance with the instructions and schedule provided for by Zivooo. Fees are charged in advance for each billing period through Zivooo's third-party payment processor. Customer authorizes Zivooo and its payment processor to charge the payment method on file for the initial fee and for every renewal, until the subscription is cancelled in accordance with Section 5.2.

4.2 Fee Increases

Zivooo reserves the right to increase its fees following the Initial Term or Renewal Term (as defined below) for any following Renewal Term on 30 days' prior notice to Customer. If Customer objects to the fee increase, Customer may cancel the Zivooo Service under Section 5.2 before the increase takes effect. If Customer does not cancel within 30 days of the fee increase notice, Customer will be deemed to have accepted the new fees.

4.3 Payment Terms

All fees are due in advance. Customer shall pay all fees in U.S. dollars unless otherwise specified. If Customer fails to pay any fees when due, or if a charge is reversed or fails, Zivooo may suspend or terminate Customer's access to the Zivooo Service and may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if less) from the date such payment was due until the date paid.

4.4 Refund Policy

All fees paid to Zivooo are non-refundable. Zivooo does not offer refunds, credits, or pro-rated repayments of any kind. This includes, without limitation, the trial fee described in Section 4.5, any subscription fee or part of a subscription fee, partial billing periods, unused articles or any other unused portion of a subscription, periods remaining after cancellation, and any period during which Customer chose not to use the Zivooo Service or did not achieve a particular result from it. Cancelling a subscription stops future charges only; it does not reverse charges already made, and Customer keeps access to the Zivooo Service for the remainder of the billing period already paid for. Zivooo may, entirely at its own discretion and as a one-time courtesy in exceptional circumstances, choose to issue a refund or credit; doing so creates no obligation, waiver, precedent, or entitlement to a refund or credit in any other case or for any other Customer. This Section 4.4 applies to the fullest extent permitted by applicable law, and nothing in it limits any refund right that a mandatory consumer protection law grants Customer and that cannot lawfully be waived. Customer agrees to contact Zivooo at muntasir@zivooo.com to resolve any billing question before disputing a charge with its card issuer or payment provider; accounts subject to a chargeback or payment dispute may be suspended or terminated under Section 5.3.

4.5 Trial Period

Zivooo may offer a paid trial period at a reduced, one-time fee. The trial fee is charged at the start of the trial and is non-refundable, including where Customer cancels before the trial period ends. Unless Customer cancels before the end of the trial period, the subscription automatically continues at the then-current subscription price disclosed at checkout, and subsequent charges are governed by Sections 4.1 to 4.4. Cancelling during the trial period stops the subscription from starting; it does not entitle Customer to a refund of the trial fee. Each Customer is eligible for at most one trial period.

4.6 Taxes

Customer is responsible for all taxes, duties, and customs fees associated with the purchase and use of the Zivooo Service, excluding taxes based on Zivooo's net income. All fees are exclusive of taxes unless otherwise stated. Customer shall pay all applicable taxes or provide Zivooo with a valid tax exemption certificate.

5. Term and Termination

5.1 Term and Automatic Renewal

This Agreement commences on the date Customer first accesses or uses the Zivooo Service and continues for the subscription period selected by Customer at checkout (the "Initial Term"). After the Initial Term, the subscription renews automatically for successive periods of the same length (each, a "Renewal Term") at the then-current price, and Customer's payment method is charged at the start of each Renewal Term, unless the subscription is cancelled before that Renewal Term begins. There is no minimum commitment beyond the billing period in progress.

5.2 Cancellation by Customer

Customer may cancel its subscription at any time from the billing settings in its dashboard. Cancellation takes effect at the end of the billing period that has already been paid for. Customer keeps access to the Zivooo Service until then, and no further charges are made afterwards. There is no notice period and no cancellation fee. Cancellation does not entitle Customer to a refund of any fee already paid, as set out in Section 4.4.

5.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after written notice of such breach. Zivooo may terminate this Agreement or suspend the Zivooo Service immediately upon written notice if Customer fails to pay any fees when due, initiates a chargeback or payment dispute, violates any of the restrictions set forth in Section 1.4, or uses the Zivooo Service in a manner that Zivooo reasonably believes is unlawful or exposes Zivooo to liability. Termination under this Section 5.3 does not entitle Customer to any refund.

5.4 Effect of Termination

Upon termination of this Agreement, Customer's right to access and use the Zivooo Service shall immediately cease. Customer shall immediately cease all use of the Zivooo Service and return or destroy all copies of any Documentation. Generated Content already published to Customer's own properties, and rights assigned to Customer under Section 1.6, are unaffected by termination. Zivooo may delete Customer Data 30 days after termination, and Customer is responsible for exporting anything it wishes to keep before the end of that period. Sections 1.6, 3, 4, 6, 7, 8, 9, 10 and 11 shall survive termination of this Agreement.

6. Customer Data

6.1 Data Generally

All data and information that Customer inputs into the Zivooo Service, that is provided by integrations to Customer's systems, or that is provided or obtained by Customer's clients in connection with Customer's use of the Zivooo Service (each of the above, the "Customer Data") is stored in a private and secure fashion, and will not be used by Zivooo except as permitted herein. Customer hereby grants to Zivooo a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, and display the Customer Data solely in connection with providing the Zivooo Service to Customer, and improving, developing and marketing the Zivooo Service (provided that Zivooo may only use anonymized and aggregated Customer Data to improve, develop and market the Zivooo Service). Zivooo may analyze Customer Data, and data of other customers, to create aggregated and anonymized statistics or data that do not identify Customer or any individual, household, user, browser, or device, and Zivooo may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer's sole responsibility. Zivooo shall operate the Zivooo Service in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections.

6.2 Additional Customer Responsibilities

Customer is solely responsible for all Customer Data. Zivooo does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to Zivooo any Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to Zivooo any Customer Data that Customer does not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to Zivooo any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the Zivooo Service or servers or networks connected to the Zivooo Service; (f) upload or otherwise make available to Zivooo any Customer Data that constitutes protected health information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standard issued thereunder, or constitutes similarly protected information under any applicable law, rule or regulation; (g) violate any applicable law, rule or regulation, including those regarding the export of technical data; or (h) use the Zivooo Service in a manner not prescribed in the Documentation.

6.3 Third-Party Providers

Providing the Zivooo Service requires Zivooo to transmit data to third-party providers, including AI model providers, search and keyword data providers, image generation and file storage providers, email delivery services, and payment processors. Zivooo engages such providers under terms requiring them to protect the information they receive, and discloses only what is reasonably needed to provide the Zivooo Service. A current description of the categories of providers used is available on request at the address in Section 11.13, and the handling of personal information is described further in our Privacy Policy.

7. Representations and Warranties; Disclaimer

7.1 General Representations and Warranties

Each party hereby represents and warrants to the other party that: (a) if such party is a corporation, company or other entity (as applicable), such entity is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) such party's execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part or, if such party is an individual, such party has legal capacity to enter into this Agreement; (c) the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such party enforceable against such party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally; and (d) its execution, delivery and performance of this Agreement does not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such party is subject.

7.2 Zivooo Limited Warranty

Zivooo further represents and warrants that (a) it will provide the Zivooo Service in a competent and workmanlike manner; and (b) it owns or otherwise has sufficient rights (including without limitation all intellectual property rights thereto) to grant the licenses to Customer under this Agreement. Zivooo does not warrant that it will be able to correct all reported defects or that use of the Zivooo Service will be uninterrupted or error free. Zivooo makes no warranty regarding features or services provided by any third parties. Zivooo retains the right to modify its services and the Zivooo Technology in its sole discretion, provided that if Zivooo reasonably believes that any such change or modification will materially impair Customer's use of the Zivooo Service, it shall provide Customer with notice before making the change or modification. Customer's sole remedy for Zivooo's breach of the warranty in this paragraph is that Zivooo shall use commercially reasonable efforts to remedy the applicable error and, if Zivooo is unable to do so within a reasonable time, Customer may cancel under Section 5.2. No refund is payable, consistent with Section 4.4.

7.3 Disclaimer

Except for the warranties set forth in Sections 7.1 and 7.2 above, Zivooo makes no representation or warranty whatsoever, and hereby disclaims all representations and warranties with respect to the Zivooo Service (in each case whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise), including any warranty (a) of merchantability, fitness for a particular purpose, or noninfringement, (b) that the Zivooo Service will meet Customer's requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error, (c) as to the results that may be obtained from the use of the Zivooo Service, or (d) as to the accuracy or reliability of any information or Generated Content obtained from the Zivooo Service.

7.4 Additional Disclaimer

Customer acknowledges that the Zivooo Service is hosted by third-party hosting providers (the "hosting contractor") and uses third-party server hardware, disk storage, firewall protection, server operating systems, management programs and web server programs for delivery of the Zivooo Service (the "hosting contractor services"). Additionally, Zivooo uses third parties to help receive payments ("payment processor") and to generate content and research data ("AI and data providers"). Zivooo may change its hosting contractor, payment processor, and AI and data providers at any time. Customer's use of the Zivooo Service is subject to any restrictions imposed by these providers, as applicable. Notwithstanding any other provision of this Agreement, Zivooo shall not be liable for any problems, failures, defects or errors with the Zivooo Service to the extent caused by the hosting contractor, payment processor, or AI and data providers. Customer acknowledges that the fees payable for the Zivooo Service reflect the fact that Zivooo is not responsible for the acts and omissions of these providers.

7.5 No Guarantee of Search or AI Visibility Results

Customer acknowledges that Zivooo does not guarantee, and cannot guarantee, any particular search engine ranking, inclusion or citation in AI-generated answers or overviews, indexing outcome, traffic volume, impression or click count, conversion, lead, or revenue result. Search engines and AI systems are operated by third parties, and their ranking, indexing and citation behavior changes without notice and is entirely outside Zivooo's control. Optimization scores, benchmarks and projections produced by the Zivooo Service measure an article against data derived from crawled competitor pages and are a quality signal only, not a prediction or promise of performance. Fees are payable for the provision of the Zivooo Service and are not contingent on any outcome.

8. Limitations of Liability

8.1 Damages Cap

To the fullest extent permissible by law, Zivooo's total liability for all damages arising out of or related to the Zivooo Service or this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount of fees paid by Customer to Zivooo under this Agreement with respect to the then-current subscription term.

8.2 Disclaimer of Indirect Damages

Except for (a) Customer's obligation to pay all amounts due hereunder; (b) its indemnification obligations; and (c) its breach of any intellectual property or confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the Zivooo Service), in no event shall either party be liable for any indirect, consequential, incidental, special, exemplary or punitive damages (including loss of data, profits, revenue, goodwill, or search rankings) arising out of or related to the Zivooo Service or this Agreement, whether such damages arise in contract, tort (including negligence) or otherwise.

8.3 Basis of the Bargain

The parties agree that the limitations of liability set forth in this Section 8, and the refund policy set forth in Section 4.4, are a fundamental basis of the bargain, that Zivooo has set its fees in reliance on the enforceability of these provisions, and that they shall apply notwithstanding that any remedy shall fail its essential purpose.

9. Indemnification

9.1 Zivooo Indemnification

Zivooo shall defend, indemnify and hold harmless Customer and its directors, officers, and employees ("Customer Indemnified Parties") from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") to the extent the Zivooo Service infringes, misappropriates or otherwise violates (collectively, "Infringes") any third party intellectual property or proprietary right (excluding patents).

9.2 Customer Indemnification

Customer shall defend, indemnify and hold harmless Zivooo and its directors, officers, employees, agents and providers ("Zivooo Indemnified Parties") from and against any Claims arising out of or relating to (a) the Customer Data; (b) Customer's use of the Zivooo Service in a manner that violates this Agreement, the Documentation, or applicable law; or (c) Generated Content published by or on behalf of Customer, including any claim that such content is inaccurate, misleading, defamatory, non-compliant with the rules of Customer's industry, or that it infringes the rights of a third party. Customer's obligations under this Section 9.2 do not apply to the extent the Claim is one for which Zivooo is obliged to indemnify Customer under Section 9.1.

9.3 Indemnification Process

As conditions of the indemnification obligations in Sections 9.1 and 9.2 above: (a) the applicable Customer Indemnified Party or Zivooo Indemnified Party (the "Indemnitee") will provide the indemnifying party (the "Indemnitor") with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor's indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor's evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other party (not unreasonably withheld).

9.4 Exclusions

Zivooo's obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Zivooo Service not strictly in accordance with the Documentation, Zivooo's instructions, and this Agreement; (b) any modification, alteration or conversion of the Zivooo Service or of Generated Content not created or approved in writing by Zivooo; (c) any combination of the Zivooo Service with any computer, hardware, software or service not provided by Zivooo; (d) Zivooo's compliance with specifications or other requirements of Customer; or (e) any third party data, Customer Data, or material supplied by Customer. If the Zivooo Service is or may be subject to a Claim of Infringement described in Section 9.1 above, Zivooo may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Zivooo Service as contemplated herein; (ii) replace or modify the Zivooo Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement on notice to Customer, in which case Customer's subscription ends and no further fees are charged, and, consistent with Section 4.4, fees already paid are not refunded. Zivooo's obligations in this Section 9 shall be Zivooo's sole obligations, and Customer's sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the Zivooo Service.

10. Confidentiality

10.1 Definition

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

10.2 Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for the purpose of performing its obligations under this Agreement. The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its personnel and providers who are bound by obligations of confidentiality and need the information to perform this Agreement, or as required by law or court order.

10.3 Return or Destruction

Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party's Confidential Information in tangible form, upon the termination of this Agreement; provided that (a) the Receiving Party may retain a copy of the Disclosing Party's Confidential Information solely for the purposes of tracking the Receiving Party's rights and obligations hereunder with respect thereto, (b) the Receiving Party may retain copies of the Disclosing Party's Confidential Information solely to the extent required by law or by applicable professional standards which require such party to retain copies of its working papers, and (c) the Receiving Party may retain the Disclosing Party's Confidential Information solely to the extent reasonably necessary for the Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.

10.4 Feedback

Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides Zivooo with any feedback or suggestions regarding the Zivooo Service, including potential improvements or changes thereto (collectively, "Feedback"), the Feedback shall not be considered Confidential Information of Customer, and Zivooo may use, disclose and exploit the Feedback in any manner it chooses. All Feedback provided by Customer is provided "AS IS" and without warranty or representation of any kind.

11. Miscellaneous

11.1 Compliance with Laws

Each party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.

11.2 Assignment

Customer may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of Zivooo. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Notwithstanding the foregoing, Zivooo may assign this Agreement to any acquirer of all or substantially all of its assets as they relate to this Agreement.

11.3 Entire Agreement; Amendment

This Agreement, along with the subscription arrangement chosen by Customer at https://zivooo.com and the Privacy Policy, contains the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. Zivooo may amend this Agreement from time to time by posting the amended terms at https://zivooo.com/tos and updating the "Last revised" date above. If an amendment is material, Zivooo will notify Customer by email at least 30 days before it takes effect. Amendments take effect at the start of the next Renewal Term, and Customer's continued use of the Zivooo Service after that date constitutes acceptance. If Customer does not accept an amendment, Customer's remedy is to cancel under Section 5.2 before it takes effect.

11.4 Notices

Zivooo may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer. Customer shall give notices to Zivooo by email to muntasir@zivooo.com.

11.5 Force Majeure

Zivooo shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay is caused by or results from any act, circumstance or other cause beyond the reasonable control of Zivooo, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable technology or components, failure or degradation of third-party AI, search or data providers, telecommunication breakdown, or power outage.

11.6 Publicity

Zivooo shall have the right to use Customer's name and logo on client lists published on Zivooo's website and in marketing materials, provided that such use is previewed and pre-approved by Customer. Zivooo may announce the relationship hereunder in a press release provided that Zivooo obtains Customer's prior approval of the wording of the release (not unreasonably withheld).

11.7 Choice of Law

This Agreement is and will be governed by and construed under the laws of the Republic of Singapore, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.8 Disputes; Arbitration

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between Customer and Zivooo or its employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC then in force, which rules are deemed to be incorporated by reference into this Section. The seat of the arbitration shall be Singapore, the tribunal shall consist of one arbitrator with substantial experience in resolving commercial contract disputes, and the language of the arbitration shall be English. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Customer and Zivooo agree as follows: (a) any claims brought by a party must be brought in such party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (b) the arbitrator may not consolidate more than one person's claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (c) Zivooo reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (d) the arbitrator will honor claims of privilege and privacy recognized at law; (e) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (f) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (g) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, in which case the fees and costs awarded will be determined by the applicable law. Notwithstanding the foregoing, (i) either Customer or Zivooo may bring an individual action in a small claims tribunal to the extent eligible, and (ii) either party may seek emergency or interim equitable relief before the courts of Singapore in order to maintain the status quo pending arbitration, and the parties hereby agree to submit to the exclusive personal jurisdiction of the courts of Singapore for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.

11.9 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

11.10 Waiver

No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.11 Severability

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.

11.12 Headings; Interpretation

Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.

11.13 Contact

The Zivooo Service is operated by October Ventures Pte. Ltd., a company registered in Singapore, doing business as Zivooo. Questions about this Agreement, about billing, or about the refund policy in Section 4.4 should be sent to muntasir@zivooo.com.