Master Services Agreement MSA

This Master Services Agreement (“MSA” or “Master Services Agreement”) is entered into by and between Doodle AG (“Doodle”) and the customer entity identified above (“Customer”). Doodle and Customer are each a “Party” and together the “Parties”.

A. Doodle provides a proprietary software-as-a-service platform and related services for appointment scheduling, meeting coordination, and organizational productivity.

B. Customer wishes to subscribe to and use the Services (defined below) pursuant to one or more Individual Orders under the MSA.

C. Doodle wishes to provide the Services to Customer subject to the terms and conditions of Individual Orders under the MSA.

In consideration of the mutual covenants and promises herein, the Parties agree as follows:

1.1 “Affiliate” (or “Group Member”) means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means ownership of more than 50% of the voting interests in an entity or the power to direct management of an entity.

1.2 “Aggregated Statistics” has the meaning set forth in Section 9.2.

1.3 “Authorized Users” means Customer’s and its Affiliates’ employees and individual contractors/consultants authorized by Customer to access and use the Services solely for Customer’s internal business purposes.

1.4 “Committed Seats” means the number of user seats purchased under an Order Form, available for manual provisioning from a centrally managed pool.

1.5 “Confidential Information” means all non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with the MSA and/or any Individual Order, in any form, that is (a) marked or identified as confidential or proprietary, or (b) reasonably understood to be confidential given its nature and the circumstances. Confidential Information in particular includes (i) Customer Content; (ii) Doodle’s non-public technical information, security documentation, and product roadmaps; and (iii) the existence and terms of this MSA and any Individual Order and the Parties’ discussions/negotiations.

1.6 “Customer Content” means all electronic data, text, files, personal data, or other content submitted to, stored in, or processed through the Services by or on behalf of Customer or its Authorized Users.

1.7 “Documentation” means Doodle’s then-current user guides, knowledge base materials, and applicable technical documentation made available to Customer for the Services.

1.8 “Emergency Maintenance” means any unplanned, urgent corrective actions to resolve a critical Service failure, security threat, or Service degradation that cannot be postponed.

1.9 “Excused Downtime” has the meaning set forth in Section 5.2 and Section 5.3.

1.10 “Fees” means the fees payable by Customer as set forth in an Order Form.

1.11 “Individual Order” means an individual agreement between the Parties entered into under the MSA by executing an Order Form.

1.12 “MSA Effective Date” means the date of the last signature of this MSA on its signature page. 

1.13 “Onboarding” means the initial implementation/configuration services described in the applicable Order Form (if any).

1.14 “Order Form” means an ordering document executed by the Parties under this MSA that describes the Services subscribed to, quantities (including Committed Seats), term, Fees, and other commercial details in the respective Individual Order.

1.15 “Permitted Use Policy” or “PUP” means Doodle’s then-current policy regarding the prohibited use of the Services (currently found at https://doodle.com/en/permitted-use-policy/).

1.16 “Scheduled Maintenance” means any routine maintenance, upgrade, or repairs to the Services performed during pre-established maintenance windows. Doodle will use commercially reasonable efforts to inform Customer at least 72 hours in advance of a Scheduled Maintenance.

1.17 “Services” means the Doodle online scheduling platform and related hosted services subscribed to under an Order Form, including any enterprise features listed in the applicable Order Form (e.g., Admin Console, SAML SSO, Domain Control, analytics) and Support and Onboarding (if purchased).

1.18 “Subscription Term” means the subscription period for the Services specified in an Order Form for the relevant Individual Order.

1.19 “Usage Limitations” means any reasonable usage limits, technical constraints, or rate limits applicable to the Services and/or APIs (including throttling thresholds), as described in the Documentation and/or communicated by Doodle to Customer from time to time, including fair-use protections to maintain platform stability.

2.1 Relationship between MSA and Order Forms. This MSA sets out the general terms and conditions governing the provision of Services by Doodle to Customer. Specific Services shall be defined exclusively in Order Forms accepted by both Parties and that reference this MSA (see Section 2.2). 

2.2 Acceptance of Order Forms: At acceptance of an Order Form by both Parties, a separate contract is formed (an “Individual Order”), incorporating this MSA in the version effective at the time of acceptance of such Order Form by both Parties. The Parties are free to accept Order Forms (and thus to enter into Individual Orders).

2.3. MSA components: This MSA is composed of the following:

• this document (i.e. the main body of the MSA);

• the Data Processing Addendum;

• the Business Associate Agreement; 

• the PUP; and

• the Documentation.

2.4. Individual Order components: An Individual Order is composed of the following:

• the MSA (for its components, see Section 2.3);

• the main body of the applicable Order Form; and

• the exhibits and addenda (if any) expressly referenced in the main body of the applicable Order Form.  

2.5 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising an Individual Order the following order of precedence applies:

(a) the Data Processing Addendum (but solely to the extent that the subject matter concerns the processing of Personal Data);

(b) the Business Associate Agreement (but solely as it relates to the subject matter, and terms and conditions contained therein);

(c) the main body of the applicable Order Form (but only with respect to its subject matter);

(d) any exhibit or addendum expressly referenced in the main body of the applicable Order Form (but only with respect to its subject matter);

(e) the main body of the MSA;

(f) the PUP; and

(g) the Documentation.

2.6 No Customer Terms. Unless expressly agreed in writing by Doodle, any additional or different terms contained in Customer purchase orders, vendor portals, online procurement systems, click-through terms, or similar documents are null and void and shall have no force or effect, even if such documents are accepted, acknowledged, etc. by Doodle.

3.1 Term of MSA. This MSA enters into force at the MSA Effective Date and continues until it is terminated by either Party in accordance with Sections 3.4 or 3.5 or as otherwise explicitly provided for in the MSA or an Individual Order.

3.2 Term of an Individual Order. Each Order Form will specify the Subscription Term and the applicable Subscription Term start date for the Individual Order.

3.3 Renewal of an Individual Order. Unless an Order Form states otherwise, each Subscription Term renews automatically for successive twelve (12) month periods unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Renewal pricing and commercial terms are as stated in the Order Form or, if not stated, Doodle’s then-current renewal rates unless the Parties agree otherwise in writing.

3.4 Termination for convenience of MSA. Either Party may terminate this MSA at any time for convenience with 30 (thirty) days’ prior notice to the other Party. 

3.5. Termination for cause of MSA and/or Individual Orders. A Party may terminate this MSA and/or any or all Individual Order(s) by notice with immediate effect, if the other Party commits a material breach of the MSA and/or any Individual Order and fails to cure such breach within thirty (30) days after notice. Non-payment of any outstanding Fees and amounts by Customer, misuse of the Services by Customer, a violation of the PUP by Customer, a violation of mandatory applicable laws or mandatory regulatory requirements relevant for the use of the Services by Customer qualify, for example, but not exhaustively, as material breach by Customer.  

3.6 Insolvency. Either Party may terminate this MSA and/or any or all Individual Order(s) immediately upon notice if the other Party becomes insolvent, files for bankruptcy/insolvency, makes an assignment for the benefit of creditors, or becomes subject to similar proceedings not dismissed within ninety (90) days.

3.7 Effect of Termination of MSA. Upon termination of this MSA, the Parties may no longer enter into any new Individual Orders under this MSA. However, termination of this MSA shall not affect the validity or continuation of any Individual Order entered into prior to the termination of the MSA. Such Individual Order(s) shall remain in force in accordance with its/their terms and continue to be governed by this MSA as if this MSA had not been terminated.

3.8 Effect of Termination/Expiration of an Individual Order. Upon expiration or termination of an Individual Order:

(a) Customer’s right to access and use the subscribed Services under that Individual Order ends;

(b) Customer will promptly pay all Fees and amounts due; and

(c) each Party will return or destroy the other Party’s Confidential Information as provided in Section 7 (subject to standard backup retention and legal holds).

3.9 Survival. Sections 1 (Definitions), 2 (Agreement Structure), 6 (Fees and Payment), 7 (Confidentiality), 8 (Data Protection and Security), 9 (Intellectual Property and Ownership), 10 (Warranties), 11 (Indemnification), 12 (Limitation of Liability), 13 (Insurance), 14 (Publicity), 15 (Compliance, Anti-Bribery and Export), and 16 (General Provisions) of this MSA, together with any accrued payment obligations, shall survive any expiration or termination of the MSA and any Individual Order.

4.1 Access. Subject to the Individual Order and payment of Fees, Doodle grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable (except to Customer’s Affiliates) right during the applicable Subscription Term of such Individual Order to access and use (and to allow Customer’s Affiliates to access and use) the Services under such Individual Order solely for Customer’s and its Affiliates’ internal business operations by Authorized Users. Authorized Users must access and use the Services solely for Customer’s internal business purposes. Customer shall provide Doodle in advance with a list of all of Customer’s Affiliates that Customer allows to access and use the Services under an Individual Order. In case of any changes, Customer shall provide Doodle in advance with any updated list.

4.2 Service Changes. Doodle may from time to time unilaterally update, enhance, or modify the Services. Doodle will not materially reduce the core functionality of the subscribed Services during a Subscription Term.

4.3 Provisioning Control; Seat Counting. Unless otherwise stated in the Order Form of an Individual Order:

(a) Auto-provisioning via SSO is disabled; and

(b) Authorized Users gain access and are counted as Seats Used only once manually provisioned by Customer’s authorized administrators from the centrally managed Committed Seats pool.

4.4 Expansion Packs. Additional seats may be purchased in predefined packs unless otherwise stated in the Order Form of an Individual Order. Expansion packs are non-cancellable and priced at the applicable volume tier and prorated to the end of the then-current Subscription Term.

4.5 Restrictions. Customer shall not (and shall not permit its Affiliates (as well as Authorized Users) or any other third party to):

(a) modify, translate, decompile, disassemble, reverse engineer, or attempt to derive source code from the Services (except to the extent such restriction is prohibited by mandatory law);

(b) sell, resell, sublicense, lease, rent, timeshare, or provide the Services as a service bureau;

(c) use know-how and intellectual property rights of Doodle pertaining to or included in the Services to build or benchmark a competing product or train competing AI/ML models (except as permitted by mandatory law);

(d) violate the PUP or applicable mandatory law or applicable mandatory regulatory requirements; or

(e) impose a 10x or greater load on Doodle’s API endpoints relative to normal usage patterns or stated Usage Limitations.

4.6 API and Rate Limiting. Doodle may throttle, rate limit, or temporarily restrict API requests that exceed reasonable usage patterns or Usage Limitations to protect service stability.

4.7 Service Suspension. Doodle may suspend access to the Services (in whole or in part) if Doodle reasonably determines that:

(a) there is a threat or attack on the Services or Doodle infrastructure;

(b) Customer’s use disrupts, harms, or poses a security risk to Doodle or any other customer;

(c) Customer is using the Services for fraudulent or illegal activities;

(d) Doodle’s provision of the Services is prohibited by applicable law;

(e) a critical vendor supporting the Services suspends services required to provide the Services; or

(f) Customer is delinquent on Fees due beyond any applicable cure period.

Doodle will use commercially reasonable efforts to provide prompt notice (where legally and operationally feasible) and to restore access promptly once the issue is resolved.

4.8 Affiliates and Authorized Users. Customer shall ensure and is responsible that its Affiliates as well as Authorized Users and other third parties comply with the terms and conditions of this MSA and the Individual Orders (including the aforementioned restrictions and the PUP) when using and/or in relation with the Services, the MSA and/or an Individual Order and Customer is responsible and liable toward Doodle for any violations, acts and omissions of its employees, corporate bodies, auxiliaries, Affiliates, Authorized Users and third parties in this respect as if for Customer’s own violations, acts and omissions.

5.1 General. Doodle endeavors to perform the Services diligently and materially in accordance with the applicable documentation.

5.2 Support. Doodle will provide Support as described in this Section 5 and/or the applicable Order Form (if different).

5.3 Availability. Doodle endeavors to provide a monthly uptime availability of 99.5% for the Services under an Individual Order. For purposes of this MSA, and the Individual Order(s) respectively, "Availability" shall be calculated as the total number of minutes in a calendar month, minus the number of minutes of "Excused Downtime," divided by the total number of minutes in the month. "Excused Downtime" includes: (i) Scheduled Maintenance (with 72 hours' prior information); (ii) Emergency Maintenance; (iii) Force Majeure events; and (iv) issues caused by Customer’s environment or third-party providers.

5.4 Response Times. Mon-Thur, 9am to 5am CET; Fri 9am to 1 pm CET

Severity 1 (Critical): target response time < 6 hours.

Severity 2 & 3: target response time < 12 hours.

5.5 Onboarding Delivery. Doodle will provide Onboarding services if and as specified in the applicable Order Form. Unless otherwise set forth in the applicable Order Form, Onboarding is deemed complete upon the earlier of: (a) the delivery of the specific sessions/tasks outlined in the Order Form, or (b) ninety (90) days from the Subscription Term start date mentioned in the Order Form. 

5.6 Support Services. Doodle will provide commercially reasonable technical support services (“Support”) to Customer’s Authorized Users via email and web-based support tickets during the hours specified in Section 5.4. Support includes: (a) commercially reasonable assistance with reported Service errors or Service platform malfunctions; and (b) guidance regarding Service platform configuration and features. Support is limited to the Services provided by Doodle and does in particular not include support for Customer’s own hardware, third-party software (except for standard Doodle integrations), or internal network connectivity issues.

5.7 Service Credits. If Doodle fails to meet the Availability mentioned in Section 5.3 under an Individual Order, Customer shall be eligible to receive a service credit as its sole and exclusive remedy. Service credits are calculated as a percentage of the Fees under the relevant Individual Order for the month in which the Availability failure occurred under such Individual Order, as follows:

• Monthly availability 99.0% – < 99.5%, Service credit percentage 5%

• Monthly availability 98.0% – < 99.0%, Service credit percentage 10%

• Monthly availability 97.0% – < 98.0%, Service credit percentage 15%

• Monthly availability 95.0% – < 97.0%, Service credit percentage 20%

• Monthly availability Below 95.0%, Service credit percentage 30%

Customer shall only be entitled to a service credit if the platform is hosted by Doodle itself (and not by any of Doodle’s subcontractors).

5.8 Credit Process. To receive a service credit, Customer must submit a request to [email protected] within thirty (30) days of the end of the month in which the Availability failure occurred, including reasonable supporting documentation. Service credits will be applied against future Fees due and are not available as cash refunds.

6.1 Fees. In consideration for the Services, Customer shall pay all fees specified in Order Forms (“Fees”). Except as otherwise specified herein or in an Order Form: 

(a) Fees are based on Services and Committed Seats purchased and not actual usage; 

(b) payment obligations are non-cancellable and Fees paid are non-refundable; and 

(c) quantities purchased cannot be decreased during the relevant Subscription Term.

6.2 Invoicing and Payment. Fees will be invoiced in advance as set forth in the Order Form and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due thirty (30) days from the invoice date. Fees must be paid in the currency indicated in the Order Form (actual currency). Customer is responsible for providing complete and accurate billing and contact information to Doodle and notifying Doodle of any changes to such information.

6.3 Taxes. Doodle's Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Doodle has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 6.3, Doodle will invoice Customer and Customer will pay that amount unless Customer provides Doodle with a valid tax exemption certificate.

6.4 Late Payments. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law (whichever is less), and Customer will reimburse reasonable collection costs.

7.1 General. The Parties acknowledge that during this MSA and Individual Orders each Party will have access to certain of the other Party’s Confidential Information. 

7.2 Protection. The Receiving Party will:

(a) maintain confidential and protect Confidential Information of the Disclosing Party using at least reasonable care;

(b) use Confidential Information of the Disclosing Party only to perform/receive Services under the MSA or Individual Orders and to administrate the MSA or Individual Orders or as otherwise explicitly foreseen in this MSA or Individual Orders, unless the Disclosing Party provides prior written consent for any disclosure.

7.3 Permitted Disclosures: 

(a) The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s Affiliates, provided that (a) such disclosure is necessary for internal administrative, financial, compliance, or operational purposes relating to this MSA or Individual Orders; and (b) the Affiliates are bound by confidentiality obligations no less stringent than those contained herein.

(b) The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s and the Receiving Party’s Affiliates’ directors, officers, corporate bodies, employees, agents, professional advisers, subcontractors and contractors, strictly on a need-to-know basis and under obligations of confidentiality equivalent to those set out herein.

7.4 Corporate Transactions: The Receiving Party may use and disclose Confidential Information of the Disclosing Party in connection with any actual or proposed merger, acquisition, divestiture, reorganisation, financing, due diligence process, or other corporate transaction involving the Receiving Party or its Affiliates, provided that any third-party recipients: (a) are bound by written confidentiality obligations at least as protective as those set out herein; and (b) use the Confidential Information of the Disclosing Party solely for evaluating or consummating the relevant transaction.

7.5 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known by the Receiving Party without restriction before disclosure; (c) is received from a third party without breach of obligations; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

7.6 Compelled Disclosure. If legally required, the Receiving Party may disclose Confidential Information but will (where legally permitted) provide prompt notice and reasonable cooperation to seek protective treatment.

8.1 Personal Data Protection. Each Party shall comply with the data protection laws if and to the extent they are applicable to such Party in relation with the provision (as regards Doodle) and receipt (as regards Customer) of the Services. Without limiting the foregoing, to the extent Doodle processes personal data on behalf of Customer, the Parties agree to comply with the Data Processing Addendum (“DPA”) incorporated by reference into this MSA and any Individual Order available at https://doodle.com/en/data-processing-addendum/ (or such other link as communicated by Doodle to Customer from time to time).

8.2 Business Associate Agreement (BAA). If and to the extent Doodle processes protected health information (“PHI”) on behalf of Customer and such processing falls under the HIPAA Rules (as defined in the BAA), the Parties agree that such processing shall be governed by the Business Associate Agreement (“BAA”), which is incorporated by reference into this MSA and available at https://doodle.com/en/business-associate-agreement/ (or such other link as communicated by Doodle to Customer from time to time).

8.3 Security. Doodle will maintain an information security program appropriate to a provider of enterprise SaaS services and will not materially reduce the overall security of the Services under an Individual Order during a Subscription Term under such Individual Order.

9.1 Ownership. As between the Parties, Customer retains all rights, title, and interest in and to the Customer Content. Customer hereby grants Doodle a non-exclusive, worldwide, sub-licensable, royalty-free license to host, copy, and use Customer Content solely as necessary to provide the Services.

9.2 Aggregated Statistics. Notwithstanding the foregoing, Doodle may collect and use any Customer Content, solely in anonymized, deidentified, pseudonymized or aggregated statistical form and/or Doodle may collect, develop, and use anonymized, deidentified, pseudonymized, and/or aggregated statistical data derived from Customer’s use of the Services (together “Aggregated Statistics”). Doodle shall retain exclusive ownership of all rights, title, and interest in and to such Aggregated Statistics, which Doodle may use for its internal business purposes, including product development, benchmarking, and the improvement of the Services, optimizing Doodle’s machine learning models and AI-enhanced features, including any intellectual property or model rights resulting from such training or improvement.

9.3 Doodle Intellectual Property. Doodle and its third-party vendors retain exclusive ownership of all rights, title, and interest in and to the Services, including all software, APIs, and the web-based platform. Customer acknowledges it acquires no rights in the Services except as the access and use rights expressly granted in Section 4.1. 

10.1 Mutual Warranties. Each Party warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) it has the full right, power, and authority to enter into this MSA and Individual Orders; and (c) the execution of this MSA and/or Individual Orders does not violate any other agreement to which it is a party.

10.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, DOODLE DISCLAIMS ALL WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DOODLE DOES IN PARTICULAR NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

11.1 Doodle Indemnity. Doodle shall defend Customer against third-party claims alleging that the Services infringe a third party’s registered patent, copyright, or trademark, and shall pay damages finally awarded by a court of competent jurisdiction (or amounts agreed in a settlement approved by Doodle) in connection with such third-party claim. Doodle’s obligations under this Section 11.1 are conditioned upon Customer: (a) providing prompt notice to Doodle of the third-party claim; (b) granting Doodle sole control of the defense and settlement of the third-party claim; and (c) providing reasonable cooperation at Doodle’s expense.

11.2 Mitigation. If a third-party claim is made or likely to be made, Doodle may, at its own discretion: (a) procure continued use rights; (b) modify/replace the affected Services to be non-infringing; or (c) terminate the affected Services and refund prorated prepaid, unused Fees.

11.3 Exclusions. Doodle has no obligation for third-party claims arising from: (a) Customer Content; (b) Customer modifications; (c) combinations with non-Doodle products/services; (d) use not in accordance with the MSA and/or Individual Orders (including Documentation, PUP, etc.); or (e) use of non-current versions where an update would have avoided the claim.

11.4 Exclusive Remedy. Sections 11.1 to 11.3 state Doodle’s entire obligations and liability and Customer’s exclusive remedies with respect to any claim of infringements of third-party rights.

11.5 Customer Indemnity. Customer shall defend and hold Doodle fully harmless against third-party claims arising from Customer Content or violation of the PUP. Customer’s obligation to defend and hold Doodle harmless under this Section 11.5 is conditioned upon Doodle: (a) providing prompt notice to Customer of the claim; (b) granting Customer sole control of the defense and settlement; and (c) providing reasonable cooperation at Customer’s expense.

12.1 Limitation. EXCEPT AS SET FORTH IN SECTION 12.2, 12.3 AND 12.4, REGARDLESS OF THE LEGAL BASIS (CONTRACTUAL, TORT, BREACH OF WARRANTY, ETC.), EACH PARTY’S LIABILITY SHALL BE IN THE AGGREGATE AND OVERALL LIMITED TO ONE (1) TIME THE TOTAL AMOUNT OF THE FEES PAID BY CUSTOMER UNDER THE INDIVIDUAL ORDERS TO DOODLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LAST CLAIM FOR ALL CLAIMS (IN THE AGGREGATE AND OVERALL) WITHIN THIS TWELVE (12) MONTH PERIOD. FOR THE AVOIDANCE OF DOUBT, (i) IF ANY CLAIM IS MADE, THE SUM OF (a) ANY PAYMENTS PREVIOUSLY MADE IN RESPECT OF EARLIER CLAIMS (IF ANY), AND (b) ANY PAYMENTS IN RESPECT OF SUCH NEW CLAIM, SHALL NOT EXCEED SUCH MAXIMUM AMOUNT AS DETERMINED ABOVE.

12.2 Exclusion. THE LIMITATION OF THE LIABILITY AMOUNT SET FORTH IN SECTION 12.1 DOES NOT APPLY IN THE FOLLOWING CASES: (a) THE INDEMNITY AMOUNT PAYABLE BY A PARTY UNDER SECTION 11; (b) CUSTOMER’S PAYMENT OBLIGATIONS; and (c) VIOLATION OF THE PUP BY CUSTOMER.

12.3 Exclusion (continued): EXCEPT AS SET FORTH IN SECTION 12.4, REGARDLESS OF THE LEGAL BASIS (CONTRACTUAL, TORT, BREACH OF WARRANTY, ETC.), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, MEDIATE, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTAL DAMAGES, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, BUT NOT EXCLUSIVELY, ANY LIABILITY FOR LOST PROFITS, LOSS OF REVENUE (EXCEPT CUSTOMER’S PAYMENT OBLIGATIONS), LOSS OF OR CORRUPTION OF DATA, COSTS OF DELAY, BUSINESS INTERRUPTION, DIMINUATION OF BUSINESS OR LOST BUSINESS, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF ANTICIPATED SAVINGS, CLAIMS OF THIRD PARTIES (EXCEPT A PARTY’S INDEMNIFICATION OBLIGATION UNDER SECTION 11), ETC. SHALL BE FULLY AND COMPLETELY EXCLUDED.

12.4 Exclusion (continued): THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN SECTIONS 12.1, 12.2 and 12.3 DO NOT APPLY IN CASE OF LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, OR IN CASE OF LIABILITY ARISING FROM DEATH OR PHYSICAL OR BODILY INJURY.

12.5 Basis of Bargain. The Parties acknowledge these liability limitations are an essential part of the MSA and the Individual Orders.

During the term of the MSA and any Individual Order, Doodle shall maintain, at its own expense, reasonable and customary insurance coverage appropriate for a provider of SaaS services, including: (a) Commercial General Liability; (b) Cyber & Privacy Liability; and (c) Professional Liability (Errors & Omissions). Upon Customer’s written request, Doodle shall provide a certificate of insurance evidencing such coverage.

Doodle may identify Customer as a customer and use Customer’s name and logo in customer lists, website, and marketing materials in accordance with Customer’s reasonable trademark guidelines. Customer may revoke this right by notice to [email protected], and Doodle will remove such references from its digital properties within thirty (30) days (excluding immutable historical materials already printed or distributed).

15.1 Anti-Bribery. Each Party will comply with applicable anti-corruption laws (including the UK Bribery Act, US FCPA, and Swiss anti-corruption laws, as applicable) and will not offer or accept improper payments in connection with this MSA and any Individual Order.

15.2 Export/Sanctions. Customer will comply with applicable export control and sanctions laws relating to its use of the Services and Customer Content, and will not use the Services in violation of such laws.

16.1 Governing Law and Arbitration. This MSA and any Individual Orders are governed by Swiss law, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG).

Except as set forth in Section 16.8, all disputes arising out of or in connection with this MSA and any Individual Orders shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Each Party irrevocably submits to the exclusive jurisdiction of such arbitration and waives any objection to such jurisdiction on the grounds of venue, forum non conveniens, or any similar grounds. No award or procedural order made in the arbitration shall be published. Seat of arbitration shall be the city of Zurich, Switzerland. Language of the proceedings shall be English.

Notwithstanding the foregoing, any claim and dispute arising out of the terms of the Business Associate Agreement entered into between the Parties shall be governed by the governing law and dispute resolution provisions in the Business Associate Agreement.

Notwithstanding the foregoing, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS MSA OR ANY INDIVIDUAL ORDER.

16.2 Data Residency. Production data is housed in Ireland and pre-production data is housed in Germany.

16.3 Assignment. Neither Party may assign this MSA and/or any Individual Order without prior written consent of the other Party, except that either Party may assign this MSA and all Individual Orders (all must be assigned together) to an Affiliate or a successor to its business in the event of a merger or sale of assets.

16.4 Subcontracting. Doodle may engage third parties, including its Affiliates and external subcontractors, for the performance of its obligations under the MSA and/or any Individual Orders. 

16.5 No Set-Off. Customer shall not be entitled to set off any claims, counterclaims, or other demands against Doodle’s claims for payment against Customer, unless Customer’s claims have been finally adjudicated by arbitration (see Section 16.1) or expressly acknowledged in writing by Doodle.

16.6 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this MSA and/or any Individual Order (except for payment obligations) due to causes beyond its reasonable control, including, but not limited to: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials (“Force Majeure”). In the event of such a delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

16.7 Relationship of the Parties. The Parties are independent contractors. This MSA and/or any Individual Order does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.

16.8 Injunctive Relief. Each Party acknowledges that a breach of Section 4.5 (Restrictions), Section 7 (Confidentiality), or Section 9 (Intellectual Property) would cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages.

16.9 Notices. Except as otherwise specified in this MSA or an Individual Order, all notices related to this MSA and any Individual Orders shall be made in text form and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email to the email address of the other Party as specified on the signature page of this MSA (or such other email address as communicated in advance in writing by a Party).

16.10 Written form. Whenever this MSA requires the written form (i.e., by using the terms “written” or “in writing”), such requirement shall be satisfied by text form signed by the declaring Party using a handwritten or electronic signature (including customary electronic signatures such as Docusign or Adobe Sign). For the avoidance of doubt, a qualified electronic signature within the meaning of the Swiss Federal Act on Electronic Signatures (ZertES) is not required.

16.11 Amendments. Any amendment or modification to this MSA or an Individual Order must be made in writing in order to be valid. This requirement applies to any agreement to waive or modify the written form requirements. Notwithstanding the foregoing, Doodle may unilaterally update or modify the following: the PUP and Documentation. 

16.12 Completeness. This MSA and the Individual Orders (including the documents referenced therein) contain the entire mutual agreement between the Parties concerning their subject matter and supersede and replace any and all prior or contemporaneous agreements, negotiations, discussions, understandings, representations, and communications between the Parties, whether oral or written, in this respect relating thereto. Each Party acknowledges that it has not relied on any representation, warranty, or statement of the other Party not expressly set forth herein. 

16.13 Waiver and Severability. No failure or delay by either Party in exercising any right under this MSA or any Individual Order will constitute a waiver of that right. If any provision of this MSA or any Individual Order should be or become invalid, ineffective or unenforceable for any reason whatsoever, the validity of the remaining provisions shall not be affected. The invalid or ineffective provision(s) shall be replaced by another provision (or provisions) that is(are) valid as to its(their) form and contents and that comes(come) as close as possible to the purpose and intentions of the invalid or ineffective provision(s).