Enterprise End User Agreement

1. Parties, Scope and Acceptance

1.1 This Agreement is between HookZ.ai L.L.C-FZ (“HookZ.ai”) and the entity identified in the applicable Transaction Document as the ultimate customer, end user or authorized beneficiary of an Offer (“Customer” or “End User”), irrespective of whether the Offer is acquired directly from HookZ.ai or through a Channel Partner.

1.2 “Offer” means any HookZ.ai software, hosted or cloud service, subscription, virtual appliance, API, platform, feature, support service or related Documentation made available to Customer.

1.3 Customer accepts this Agreement by signing or accepting a Transaction Document that incorporates it, electronically accepting it, activating an Offer, or accessing or using an Offer after being given notice that the Offer is subject to this Agreement.

1.4 If Customer acquires an Offer through a Channel Partner, the Channel Partner’s commercial terms govern price, invoicing, payment and delivery between Customer and the Channel Partner. This Agreement and the applicable HookZ.ai Supplemental Terms govern Customer’s access to and use of the HookZ.ai Offer. A Channel Partner has no authority to amend HookZ.ai terms or make commitments on HookZ.ai’s behalf unless expressly authorised in writing by HookZ.ai.

2. Definitions

Affiliate — an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Authorised User — Customer personnel, contractors and other persons permitted to access an Offer for Customer’s internal business purposes.
Channel Partner — an authorised reseller, distributor, system integrator, managed service provider or other intermediary supplying or managing an Offer.
Customer Data — data, content, configurations and communications submitted to, transmitted through or processed by an Offer on Customer’s behalf.
Documentation — HookZ.ai’s then-current technical and user documentation for an Offer.
Entitlement — the purchased scope of rights measured by the applicable licence metric, including users, sessions, channels, instances, virtual machines, nodes, hosts, CPUs/cores, sites, capacity, throughput, consumption, territory and/or term.
Supplemental Terms — an Offer Description, Product Schedule, Service Description, SLA, DPA, AUP, support policy, country-specific terms or other HookZ.ai terms applicable to an Offer.
Transaction Document — an accepted order form, quotation, subscription document, statement of work or other purchasing document identifying the Offer and Entitlement.

3. Licence and Access Rights

3.1 Software is licensed, not sold. Subject to Customer’s compliance with this Agreement and the applicable Transaction Document, HookZ.ai grants Customer a limited, non-exclusive, non-transferable except as expressly permitted, non-sublicensable right during the applicable Term to access and use the Offer for Customer’s internal business purposes within the Entitlement.

3.2 For SaaS and hosted Offers, Customer receives a right to access the service and no ownership interest in the underlying software or infrastructure. For deployed software or virtual appliances, Customer may install and operate only the instances and capacity expressly permitted by the Entitlement and applicable Offer Description.

3.3 Customer Affiliates may use an Offer only if the Transaction Document or applicable Offer Description permits Affiliate use. Customer remains responsible for their compliance.

3.4 Rights are specific to the applicable licence metric. Use above the purchased Entitlement requires additional licences or subscription capacity. Technical ability to exceed an Entitlement does not constitute a licence to do so.

3.5 HookZ.ai may use technical controls, activation, entitlement records and reasonable usage telemetry to administer licensing, capacity, security and service operation.

4. Virtualisation, Hosting and Outsourcing

4.1 Where an Offer is licensed for deployment on Customer-controlled infrastructure, Customer may deploy it only on physical or virtual infrastructure permitted by the applicable Offer Description.

4.2 Operation by an outsourcer, hosting provider or managed service provider on Customer’s behalf does not transfer the licence to that provider. The provider may access the Offer solely to operate it for Customer and must be bound by confidentiality and use restrictions at least as protective as this Agreement.

4.3 Customer may not use an internally licensed Offer to provide a bureau service, commercial hosting service, multi-tenant service or service to unrelated third parties unless the applicable Entitlement expressly permits such use.

4.4 Licence portability, disaster-recovery instances, standby instances, test/dev rights, migration rights and hardware reassignment rights are governed by the applicable Offer Description.

5. Restrictions

Customer will not, and will not permit any third party to: (a) reverse engineer, decompile or disassemble an Offer except to the limited extent such restriction is prohibited by law; (b) circumvent licence, capacity, authentication or security controls; (c) copy, modify or create derivative works except where expressly permitted; (d) sublicense, sell, rent, lease, distribute or make an Offer available to an unrelated third party; (e) remove proprietary notices; (f) use non-public APIs except as authorised; (g) benchmark or publish performance/security testing results in a misleading manner or in breach of confidentiality; (h) conduct penetration, vulnerability, stress or load testing against HookZ.ai-hosted infrastructure without written authorisation; (i) use an Offer for unlawful, fraudulent, abusive or malicious activity; or (j) access an Offer to build or materially assist a directly competing product through unauthorised extraction of proprietary functionality or confidential information.

6. Channel Partner / System Integrator Model

6.1 A Channel Partner may bundle an Offer with its own implementation, managed services or third-party products. HookZ.ai is responsible only for the HookZ.ai Offer and obligations expressly assumed in the applicable HookZ.ai terms.

6.2 Customer’s payment obligations to a Channel Partner, and the Channel Partner’s obligations, products, services, representations or commitments to Customer, do not enlarge, modify or otherwise affect HookZ.ai’s obligations unless expressly accepted by HookZ.ai in writing.

6.3 HookZ.ai may provide technical support through the Channel Partner, directly to Customer, or through a tiered support model identified in the applicable Transaction Document, Offer Description, Service Description or SLA.

6.4 End-User Flow-Down. Where a Channel Partner supplies, resells, bundles, provisions or manages a HookZ.ai Offer for an End User, the Channel Partner must ensure that the End User is provided with and contractually bound by this Agreement and all applicable Supplemental Terms before the End User accesses or uses the Offer in production.

6.5 Channel Partner Authority. A Channel Partner may separately establish pricing, invoicing, payment, implementation and other commercial terms with Customer but may not modify this Agreement or applicable Supplemental Terms, or make representations, warranties or commitments on behalf of HookZ.ai unless expressly authorized in writing.

6.6 End User Rights. Where a Channel Partner executes or places a Transaction Document but the Offer is provisioned for an identified End User, the license, subscription and service-use rights granted under this Agreement are solely for the benefit and authorized use of that identified End User, unless the applicable Transaction Document expressly provides otherwise.

6.7 Channel Partner Responsibility. The Channel Partner remains solely responsible for its own products, professional services, managed services, pricing, representations and commercial commitments to Customer.

6.8 Change or Termination of Channel Partner. If the Channel Partner relationship ends, HookZ.ai may, subject to commercial, contractual and technical feasibility, permit Customer to continue the remaining paid Entitlement directly with HookZ.ai or through another authorized Channel Partner.

7. Customer Responsibilities and Acceptable Use

Customer is responsible for its Authorised Users; account and credential security; lawful Customer Data; Customer-controlled endpoints, LAN/WAN, routing, firewall, DNS and integrations; compliance with Documentation; and obtaining necessary permissions and consents. Customer must promptly report suspected compromise, fraud or material misuse. Customer and its End Users must comply with HookZ.ai’s applicable AUP and Supplemental Terms.

8. Communications, Voice and Telecom Services

8.1 For SIP, SBC, PSTN, messaging, CPaaS or communications Offers, Customer is responsible for lawful use of telephone numbers, caller identity, trunks, credentials, recording features and communications content.

8.2 Customer is responsible for telecommunications, privacy, consent, recording, anti-spam, calling-line identification and other regulatory obligations applicable to its use unless a Transaction Document expressly allocates a specific obligation to HookZ.ai.

8.3 Emergency calling, emergency location, lawful intercept, number portability and regulated carrier functionality are not included unless expressly identified in the applicable Offer Description or Transaction Document.

8.4 HookZ.ai may block, rate-limit, quarantine or suspend traffic reasonably suspected to be fraudulent, abusive, unlawful, security-threatening or materially harmful to the service or other customers, and will provide notice where reasonably practicable.

9. Security and Data Protection

9.1 Each party will maintain reasonable administrative, technical and organisational safeguards appropriate to its responsibilities.

9.2 Where HookZ.ai processes personal data as processor on Customer’s behalf, the applicable DPA governs that processing. Customer is responsible for determining whether the Offer is suitable for its regulatory and data-classification requirements and for establishing a lawful basis for processing.

9.3 HookZ.ai may process service telemetry, logs, metadata and diagnostic information as reasonably necessary to provide, secure, troubleshoot, meter and improve the Offer, subject to applicable law and contractual confidentiality/data-protection obligations.

9.4 Security obligations for a specific hosted Offer may be supplemented by a Security Schedule or security documentation incorporated into the Transaction Document.

10. Intellectual Property and Customer Data

10.1 HookZ.ai and its licensors retain all rights, title and interest in the Offers, software, Documentation, interfaces, designs, algorithms, know-how, trademarks, updates and improvements. No implied licence is granted.

10.2 Customer retains ownership of Customer Data. Customer grants HookZ.ai and its authorised subprocessors the rights necessary to host, transmit, process and otherwise handle Customer Data to provide, secure and support the Offer.

10.3 Customer grants HookZ.ai a perpetual, irrevocable, royalty-free right to use feedback voluntarily provided by Customer, provided HookZ.ai does not identify Customer or disclose Customer Confidential Information through such use.

10.4 Third-party and open-source components may be governed by separate licence notices. To the extent a third-party licence expressly overrides a restriction in this Agreement for that component, that third-party licence controls for that component.

11. Service Operation, Changes and Lifecycle

11.1 HookZ.ai may update, patch, replace or modify cloud and subscription Offers to improve security, reliability, interoperability, performance and functionality.

11.2 HookZ.ai may introduce successor technology or change underlying hosting, cloud regions, infrastructure components or subcontractors where the contracted service is materially preserved and applicable data-residency commitments remain satisfied.

11.3 Material reductions to a committed service level during a committed Term will be handled in accordance with the applicable SLA or Transaction Document.

11.4 End-of-sale, end-of-support and end-of-life treatment for licensed software will be governed by the applicable lifecycle policy or written notice. HookZ.ai will use commercially reasonable efforts to provide advance notice of material lifecycle events.

12. Support, SLA and Service Credits

12.1 Support scope and service levels apply only where included in the applicable Entitlement.

12.2 The applicable SLA exclusively governs availability calculations, covered service boundaries, maintenance exclusions, incident targets and service credits.

12.3 Service credits are Customer’s sole and exclusive monetary remedy for failure to achieve an SLA availability commitment, unless the applicable SLA expressly states otherwise.

12.4 A Channel Partner may offer additional service levels at its own responsibility. Such commitments do not bind HookZ.ai unless HookZ.ai expressly accepts them in writing.

13. Evaluation, Beta, Trial and Pre-Release Offers

Evaluation, beta, trial, proof-of-concept and pre-release Offers are provided solely for evaluation during the stated period, may be changed or discontinued at any time, may have reduced support/security/availability commitments, and are provided “as is” to the maximum extent permitted by law. They must not be used for production workloads unless HookZ.ai expressly authorises production use in writing.

14. Fees, Metering and True-Up

14.1 Commercial charges are stated in the applicable Transaction Document or, for channel transactions, in the Customer–Channel Partner agreement.

14.2 Customer must not intentionally evade metering or licensing controls. If verified usage exceeds the purchased Entitlement, HookZ.ai may require Customer or the Channel Partner, as applicable, to purchase the additional capacity from the date the excess use began, subject to the governing commercial agreement.

14.3 Unless otherwise stated, subscription rights expire at the end of the purchased Term. Continued technical operation after expiry does not create a continuing licence.

15. Licence Verification

HookZ.ai may verify compliance using service records, licence-management systems and reasonable telemetry. If these are insufficient, HookZ.ai may, no more than once in any twelve-month period unless a material discrepancy is reasonably suspected, request records reasonably necessary to verify Entitlement compliance. Any review will be conducted on reasonable notice, during normal business hours, with reasonable measures to minimise disruption and protect Customer Confidential Information. Customer will remedy verified under-licensing by purchasing required Entitlements. This section does not authorise access to Customer content unrelated to licence verification.

16. Confidentiality

Each receiving party will protect the other party’s non-public information using at least reasonable care and use it only to perform or exercise rights under the Agreement. Disclosure is permitted to Affiliates, employees, contractors, professional advisers and subprocessors with a need to know and appropriate confidentiality duties, or as required by law. Exclusions apply to information lawfully public, previously known without restriction, independently developed or lawfully obtained from a third party. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law; other Confidential Information remains protected for five years after disclosure unless a directly executed agreement states otherwise.

17. Warranties

17.1 HookZ.ai warrants that paid Offers will materially conform to applicable Documentation during the applicable Term when used as authorised. HookZ.ai’s obligation for breach is to use commercially reasonable efforts to correct the material non-conformity and, if HookZ.ai cannot do so, Customer may terminate the materially affected Offer and obtain a pro-rata refund of prepaid unused fees actually received by HookZ.ai for that Offer.

17.2 Except for express warranties, and to the maximum extent permitted by law, Offers are provided without implied or statutory warranties, including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. HookZ.ai does not warrant uninterrupted or error-free operation or third-party telecommunications, internet, cloud or carrier services.

18. Intellectual Property Indemnification

18.1 HookZ.ai will defend Customer against a third-party claim alleging that Customer’s authorised use of a paid HookZ.ai Offer infringes that third party’s patent, copyright or trade secret, and will pay damages finally awarded or settlements approved by HookZ.ai, subject to this Section.

18.2 HookZ.ai has no obligation for claims arising from Customer modifications, combinations not supplied or required by HookZ.ai where the Offer alone would not infringe, use outside the Entitlement or Documentation, continued use after notice to stop, Customer Data, third-party products, or free/beta/evaluation Offers.

18.3 If an Offer becomes or is likely to become subject to an infringement claim, HookZ.ai may procure continued use rights, modify or replace the affected Offer with materially equivalent functionality, or terminate the affected Offer and refund prepaid unused fees actually received by HookZ.ai.

18.4 Customer will defend and indemnify HookZ.ai against third-party claims arising from Customer Data, Customer-provided applications/content, unlawful communications, or Customer/End User use in material breach of Sections 5, 7 or 8.

18.5 Indemnification requires prompt notice, control of defence and settlement by the indemnifying party, and reasonable cooperation. No settlement may admit fault of or impose non-monetary obligations on the indemnified party without consent. This Section states the exclusive remedy for third-party IP infringement claims.

19. Limitation of Liability

19.1 Neither party will be liable for indirect, incidental, special, punitive or consequential damages, or loss of profits, revenue, goodwill, anticipated savings, business opportunity or business interruption, to the maximum extent permitted by law.

19.2 Except for Excluded Claims, each party’s aggregate liability arising from an affected Offer will not exceed the fees paid or payable for that affected Offer during the twelve months preceding the first event giving rise to liability. For channel transactions, HookZ.ai’s cap is calculated by reference to fees paid or payable to HookZ.ai for the affected End User Offer, not the Channel Partner’s resale price.

19.3 “Excluded Claims” means liability that cannot lawfully be limited; fraud or fraudulent misrepresentation; Customer’s payment obligations; and Customer’s infringement or misappropriation of HookZ.ai intellectual property.

19.4 SLA availability failures remain subject to the exclusive service-credit remedy in the applicable SLA. Nothing in this Section creates liability for third-party networks, carriers, customer systems or excluded dependencies.

20. Suspension

HookZ.ai may suspend affected access where: (a) Customer materially breaches the AUP or use restrictions; (b) use threatens security, integrity or availability; (c) fraudulent or abusive traffic is detected; (d) provision is prohibited by law or regulator; (e) required fees for the Offer remain unpaid under the applicable commercial arrangement; or (f) the Entitlement has expired. HookZ.ai will limit suspension to the affected Offer or traffic where reasonably practicable and will restore service after the cause is remedied. Prior notice will be provided where reasonably practicable, but immediate action is permitted for urgent security, fraud, legal or service-integrity risks.

21. Term, Termination and Effect

21.1 This Agreement continues while Customer holds an active Entitlement.

21.2 HookZ.ai or Customer may terminate the Customer’s rights to an affected Offer for material breach not cured within thirty (30) days after written notice; a shorter cure period may apply to non-payment where stated in the applicable Transaction Document. Immediate termination or suspension is permitted for incurable unlawful use, serious security abuse, infringement of HookZ.ai intellectual property or where required by law.

21.3 Upon expiry or termination, rights to the affected Offer cease. Customer must stop use and delete deployed copies where applicable. If technically supported and legally permitted, Customer may retrieve Customer Data during any documented post-termination retrieval period.

21.4 Provisions that by nature should survive do survive, including accrued payment, IP ownership, confidentiality, indemnification, liability, compliance and dispute provisions.

22. Compliance, Export and Sanctions

Each party will comply with laws applicable to its performance. Customer will not export, re-export, transfer, access or use an Offer in violation of applicable export controls, sanctions or trade restrictions, or permit use by prohibited persons or for prohibited end uses. Customer is responsible for sector-specific regulatory approvals applicable to its own business and use of the Offer unless expressly allocated otherwise.

23. Assignment and Change of Control

Neither party may assign this Agreement without the other’s consent, not to be unreasonably withheld, except that either party may assign to an Affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business/assets, provided the assignee assumes the applicable obligations. Customer may not assign to a direct competitor of HookZ.ai without HookZ.ai’s consent. Licence transfers between separate legal entities remain subject to applicable Offer Description and Entitlement rules.

24. Governing Law and Disputes

This Agreement and non-contractual obligations arising from it are governed by the laws of England and Wales, without regard to conflict-of-law principles. The courts of England and Wales have exclusive jurisdiction, unless a directly executed agreement expressly provides otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25. Order of Precedence

25.1 The documents applicable to an Offer are intended to operate together. If there is a conflict or inconsistency concerning the same subject matter, the following order of precedence applies:

(a) any agreement, amendment or addendum executed by HookZ.ai and Customer that expressly identifies and overrides the conflicting provision;
(b) the applicable Offer Description / Product Schedule, for product-specific license metrics, entitlements, permitted deployment, technical use rights and restrictions;
(c) this Enterprise End User Agreement;
(d) the applicable Transaction Document, for transaction-specific particulars including the Offer, quantity or capacity, term, territory, authorized sites and deployment selection;
(e) the applicable Service Description and SLA; and
(f) other applicable Supplemental Terms and Documentation.

25.2 Notwithstanding Section 25.1, the DPA controls for personal-data processing, the SLA controls for service-level measurements, availability, exclusions and service credits, and the applicable Product Schedule controls for product-specific license and technical-use matters.

25.3 A Transaction Document may override this Agreement or other HookZ.ai terms only where it expressly identifies the provision being overridden and states the agreed deviation. Terms contained in a Customer or Channel Partner purchase order, procurement portal or similar document do not modify HookZ.ai terms unless expressly accepted in writing by HookZ.ai.

25.4 Commercial terms agreed solely between Customer and a Channel Partner govern only their relationship and do not modify or expand HookZ.ai’s obligations, rights, warranties, service commitments or liability unless expressly agreed by HookZ.ai in writing.

26. Updates to Online Terms

HookZ.ai may update generally applicable online Supplemental Terms for legal, regulatory, security, operational or product-evolution reasons. Material changes will receive reasonable advance notice and will not materially reduce a committed paid Entitlement during its then-current Term except where required by law, necessary to address material security/compliance risk, or agreed by the parties. Product-specific operational terms may evolve as described in the applicable Service Description or SLA.

27. General

This Agreement and incorporated documents form the agreement concerning use of the Offer and supersede prior representations on that subject. No waiver is effective unless in writing. If a provision is unenforceable it will be modified to the minimum extent necessary and the remainder remains effective. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations already due. Independent contractors are not partners, agents or joint venturers. Notices may be delivered to the contractual contacts, through HookZ Hub where applicable, or another agreed written method. English is the controlling language unless mandatory law requires otherwise.

Enterprise Communications

Distributed Infrastructure