Master subscription agreement (MSA)

THIS MASTER SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between Agent Paid Limited, a company incorporated and registered in England and Wales with company number 16113498 and having its principal place of business at 5 Beaconsfield St, London N1C 4EW, UK (the “Company”), and the customer identified in an Order Form or Invoice (each, an “Ordering Document”) that references this Agreement (the “Customer”). The Company’s cloud‑based software product is commercially known as Paid (the “Product” or the “Service”). Capitalised terms have the meanings set forth in Section 1 below or where first used.

By (1) clicking a box indicating acceptance of this Agreement, (2) executing an Ordering Document that references this Agreement, or (3) accessing or using the Service (including any Free Services), Customer agrees to the terms of this Agreement. If the individual accepting this Agreement is doing so on behalf of a legal entity, such individual represents that they have the authority to bind such entity and its Affiliates. If the individual lacks such authority, they must not accept this Agreement and may not use the Service.

The Company’s direct competitors are prohibited from accessing the Services, except with the Company’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

This Agreement is effective between Customer and Company as of the date of Customer’s accepting this Agreement.

Company reserves the right to amend and update these terms from time to time.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Paid services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by Paid from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Ordering Document, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Ordering Documents.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-Paid Applications.

“Documentation” means the applicable Service’s documentation, and its usage guides and policies, as updated from time to time.

"Free Services" means the Service or a subset of functionality that the Company makes available to Customer free of charge. Free Services exclude trials of Paid subscriptions.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-Paid Application” means a Web-based, mobile, offline, or other software application functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace. Non-Paid Applications, other than those obtained or provided by Customer, will be identifiable as such.

"Ordering Document" means any ordering, billing, or similar document—including an online order, click‑through purchase order form, or invoice—that specifies the Service to be provided, the applicable fees, and any usage parameters, and that is executed or issued by the parties and expressly references this Agreement.

"Purchased Services" means Service subscriptions that Customer purchases under an Ordering Document, as distinguished from Free Services.

“Paid” means the cloud based software product provided by Agent Paid Limited, the company identified in the “Company Contracting Entity, Governing Law, and Venue” section below.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Company without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Company at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with which Customer transacts business.

2. COMPANY RESPONSIBILITIES

2.1 Provision of Purchased Services. Company will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Ordering Documents and Documentation, (b) provide applicable Company standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Company shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Company employees), Internet service provider failure or delay, Non-Paid Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Company’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Ordering Document.

2.2 Protection of Customer Data.

Commitment to Data Protection Laws. The Company complies with Applicable Data-Protection Laws and will maintain such compliance throughout the Term for applicable data protection laws—including, where applicable, the General Data Protection Regulation (GDPR), the UK Data Protection Act 2018 (UK GDPR), the Swiss Federal Data Protection Act (FDPA), and any other relevant laws and regulations (collectively, “Data Protection Laws”). The Company shall continue to implement all necessary measures to ensure its compliance with such Data Protection Laws in a timely manner and in line with industry best practices.

Technical and Organizational Measures. The Company shall maintain commercially reasonable administrative, physical, and technical safeguards as described in the Documentation to protect the security, confidentiality, and integrity of Customer Data. These measures are designed to guard against the unauthorized or unlawful processing of Customer Data, and against accidental loss or destruction of, or damage to, Customer Data. As the Company completes its ongoing compliance steps, it may update or enhance these safeguards to ensure continued alignment with Data Protection Laws and evolving industry standards.

Cross-Border Data Transfers. To the extent the Company transfers or processes Customer Data originating from jurisdictions that impose specific cross-border data-transfer requirements (e.g., the European Economic Area, the United Kingdom, or other regions), the Company will implement lawful data-transfer mechanisms recognized by such jurisdictions (for example, the European Commission’s Standard Contractual Clauses or equivalent frameworks). The Company will continue to monitor its transfer practices to ensure they remain compliant as it finalizes its data protection program.

Return or Deletion of Data. Upon termination or expiration of this Agreement, and in accordance with the Documentation and applicable Data Protection Laws, the Company will make Customer Data available for retrieval for up to thirty (30) days. After this period, the Company shall have no further obligation to maintain such data and will securely delete or destroy it, unless otherwise required by law.

2.3 Personnel. The Company will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with its obligations under this Agreement, except as otherwise specified in this Agreement.

2.4 Free Services. The Company may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Ordering Document. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that the Company, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that the Company will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if the Company terminates Customer’s account, except as required by law the Company will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY US” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE COMPANY’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO THE COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. FOR CLARITY, COMPANY SHALL HAVE NO LIABILITY FOR CLAIMS ARISING FROM OPEN-SOURCE COMPONENTS SUPPLIED BY CUSTOMER.

3. USE OF SERVICES AND CONTENT

3.1 Subscriptions. Unless otherwise provided in the applicable Ordering Document or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Ordering Document or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

3.2 Usage Limits. Services and Content are subject to usage limits specified in Ordering Document and Documentation. If Customer exceeds a contractual usage limit, the Company may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding the Company’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Ordering Document for additional quantities of the applicable Services or Content promptly upon the Company’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Ordering Document, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Paid Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify the Company promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Ordering Document and applicable laws and government regulations, and (e) comply with terms of service of any Non-Paid Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in the Company’s judgment threatens the security, integrity, or availability of the Company’s services, may result in immediate suspension of the Services, however the Company will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4 Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Ordering Document or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Paid Application to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Paid Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of the Company’s intellectual property except as permitted under this Agreement, an Ordering Document, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Ordering Document or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

3.5 Removal of Content and Non-Paid Applications. If Customer receives notice that Content or a Non-Paid Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in the Company’s judgment continued violation is likely to reoccur, the Company may disable the applicable Content, Service and/or Non-Paid Application. If requested by the Company, Customer shall confirm such deletion and discontinuance of use in writing and the Company shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if the Company is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, the Company may discontinue Customer’s access to Content through the Services.

4. NON-PAID PRODUCTS AND SERVICES

4.1 Non-Paid Products and Services. The Company or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Paid Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Paid provider, product or service is solely between Customer and the applicable Non-Paid provider. The Company does not warrant or support Non-Paid Applications or other Non-Paid products or services, whether they are designated by the Company as “certified” or otherwise, unless expressly provided otherwise in an Ordering Document. The Company is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Paid Application or its provider.

4.2 Integration with Non-Paid Applications. The Services may contain features designed to interoperate with Non-Paid Applications. The Company cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Paid Application ceases to make the Non-Paid Application available for interoperation with the corresponding Service features in a manner acceptable to the Company.

5. FEES AND PAYMENT

5.1 Fees.

Payment Responsibility. The Customer will pay all fees specified in the applicable Ordering Document or Documentation, for use of Paid’s platform (“Service”).

Non-Cancellable & Non-Refundable. Unless otherwise stated in this Agreement or an Ordering Document, (a) fees are based on the Service subscriptions the Customer purchases and not on actual usage, (b) payment obligations are non-cancellable, and (c) all fees paid are non-refundable.

No Decrease in Quantities. Any subscription quantities (e.g., number of seats, transaction tiers, etc.) purchased cannot be decreased during the relevant subscription term.

Responsibility for End-Customer Billing. The Customer is responsible for billing its own customers and collecting any amounts due from them. The Company has no obligation or liability regarding the Customer’s end-customer relationships. The Customer’s failure to collect from its end customers does not affect the Customer’s obligation to pay all fees under this Agreement.

5.2 Invoicing and Payment. Customer will provide the Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable. If Customer provides credit card information to the Company, Customer authorizes the Company to charge such credit card for all Purchased Services listed in the Ordering Document for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Ordering Document. If the Ordering Document specifies that payment will be by a method other than a credit card, the Company will invoice Customer in advance and otherwise in accordance with the relevant Ordering Document. Unless otherwise stated in the Ordering Document, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to the Company and notifying of any changes to such information.

5.3 Overdue Charges. If any invoiced amount is not received by the Company by the due date, then without limiting the Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) The Company may condition future subscription renewals and Ordering Documents on payment terms shorter than those specified in the “Invoicing and Payment” section below.

5.4 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized the Company to charge to Customer’s credit card), the Company may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, the Company will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.5 Payment Disputes. The Company will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6 Taxes. Company’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 Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property, and employees.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights. Subject to the limited rights expressly granted under this Agreement, Company, its Affiliates, its licensors, and its Content Providers retain all rights, title, and interest in and to the Services and the Content, including all related intellectual property rights. No rights are granted to the Customer unless specifically stated in this Agreement.

6.2 Access to and Use of Content.

Customer Access and Use. The Customer has the right to access and use the applicable Content subject to the terms of the Ordering Document, this Agreement, and the Documentation.

Company’s Use for Improvements. Company may access, use, and process data (including data stored or transmitted by the Customer through the Service) for purposes such as creating reports, conducting analyses, and enhancing Company’s products, services, and overall intelligence. Whenever Company uses such data for these purposes, Company will do so in a manner that does not disclose the identities of the Customer or its end users, and in compliance with applicable privacy laws.

6.3 License by Customer to Company. Customer grants Company, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Paid Applications and program code created by, or for Customer using a Service, or for use by Customer with the Services, and Customer Data, each as appropriate for Company to provide and ensure proper operation of, the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non- Paid Application with a Service, Customer grants Company permission to allow the Non-Paid Application and its provider to access Customer Data and information about Customer’s usage of the Non-Paid Application as appropriate for the interoperation of that Non-Paid Application with the Service. Subject to the limited licenses granted herein, Company acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Paid Application, or such program code.

6.4 License by Customer to Use Feedback. Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of Company’s or its Affiliates’ services.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Without limiting the foregoing, Confidential Information of Customer includes Customer Data; Confidential Information of Company includes the Services, the Content, and the terms and conditions of this Agreement and any Ordering Document (including pricing). Confidential Information of each party also includes its respective business and marketing plans, technology and technical information, product plans and designs, and business processes. However, Confidential Information does not include information that:

1. becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

3. is received from a third party without breach of any obligation owed to the Disclosing Party; or

4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

For the avoidance of doubt, the non-disclosure obligations set forth in this Section 7 apply to any Confidential Information exchanged by the parties in connection with evaluating additional Paid services.

7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its own Confidential Information. The Receiving Party will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and will:

Use Limitation. Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

Access Restriction. Except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to those of its and its Affiliates’ employees and contractors who need such access for purposes consistent with this Agreement and who have agreed to confidentiality obligations materially no less protective than those contained herein.

Neither party will disclose the terms of this Agreement or any Ordering Document to any third party other than its Affiliates, legal counsel, or accountants without the other party’s prior written consent; provided, however, that a party disclosing such terms to its Affiliates, legal counsel, or accountants will remain responsible for ensuring their compliance with this Section 7. Notwithstanding the foregoing, Company may disclose the terms of this Agreement and any Ordering Document to a subcontractor or Non-Paid Application Provider to the extent necessary for Company to perform its obligations under this Agreement, under terms of confidentiality materially as protective as those set forth herein.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest or limit the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party does not contest such disclosure, then the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Company Warranties. Company warrants that during an applicable subscription term (a) this Agreement, the Ordering Document and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Company will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-Paid Applications” section above, Company will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by Company. Company will defend Customer against any claim, demand, suit, or proceeding brought by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for any damages, attorneys’ fees, and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved in writing by Company, in connection with such Claim Against Customer, provided that Customer: (a) promptly gives Company written notice of the Claim Against Customer; (b) grants Company sole control of the defense and settlement of the Claim Against Customer (except that Company may not settle any Claim Against Customer unless it unconditionally releases Customer from all liability); and (c) provides Company with all reasonable assistance, at Company’s expense. If Company receives information regarding an alleged infringement or misappropriation involving a Service, Company may, at its sole discretion and at no additional cost to Customer: (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Company’s warranties under “Company Warranties” above; (ii) obtain a license for Customer’s continued use of the affected Service in accordance with this Agreement; or (iii) terminate Customer’s subscriptions for the affected Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the subscription term for the terminated Service.

The foregoing defense and indemnification obligations will not apply to the extent that: (1) the allegation does not specifically assert that the Services themselves are the basis of the Claim Against Customer; (2) the Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Company, where the Services would not infringe without such combination; (3) the Claim Against Customer concerns Services under an Ordering Document for which there is no charge; or (4) the Claim Against Customer arises from Content, a Non-Paid Application, or from Customer’s breach of this Agreement, the Documentation, or applicable Ordering Documents.

9.2 Indemnification by Customer. Customer will defend Company and its Affiliates against any claim, demand, suit, or proceeding brought by a third party alleging (a) that any Customer Data or Customer’s use of such data with the Services, (b) a Non-Paid Application provided by Customer, or (c) the combination of a Non-Paid Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or otherwise arises from Customer’s use of the Services or Content in an unlawful manner or in violation of this Agreement, the Documentation, or an applicable Ordering Document (each a “Claim Against Company”). Customer will indemnify Company for any damages, attorneys’ fees, and costs finally awarded against Company, or for any amounts paid by Company under a settlement approved in writing by Customer, in connection with such Claim Against Company, provided that Company: (a) promptly gives Customer written notice of the Claim Against Company; (b) grants Customer sole control of the defense and settlement of the Claim Against Company (except that Customer may not settle any Claim Against Company unless it unconditionally releases Company from all liability); and (c) provides Customer with all reasonable assistance, at Customer’s expense. The foregoing defense and indemnification obligations will not apply to the extent that a Claim Against Company arises from Company’s breach of this Agreement, the Documentation, or applicable Ordering Document.

9.3 Exclusive Remedy. This “Mutual Indemnification” section sets forth the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claims described in this section.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THIS LIMITATION APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT DOES NOT LIMIT CUSTOMER’S (OR ITS AFFILIATES’) PAYMENT OBLIGATIONS FOR FEES UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT OR TORT. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and will continue in effect until all subscriptions purchased hereunder have either expired or been terminated in accordance with this Section 11.

11.2 Term of Purchased Subscriptions.

Subscription Term. Each subscription will have the term specified in the applicable Ordering Document.

Auto-Renewal. Except as otherwise set forth in an Ordering Document, each subscription will automatically renew for successive periods equal to the then-expiring subscription term or one (1) year, whichever is shorter, unless either party provides written notice of non-renewal at least (30) days before the end of the then-current subscription term.

Renewal Pricing. The per-unit pricing during any renewal term may be adjusted by Company. Unless otherwise stated in an Ordering Document, Company will provide Customer with written notice of any pricing changes at least thirty (30) days prior to the applicable renewal term. If Customer does not agree to the revised pricing, Customer may elect not to renew the subscription by providing written notice of non-renewal prior to the renewal date.

Except as expressly set forth in an Ordering Document, renewal of any promotional or one-time priced subscriptions will be at Company’s then-current list pricing in effect at the time of renewal.

If, at any renewal, Customer’s subscription volume for a given Service decreases from the prior term, the per-unit pricing for the reduced volume may be subject to re-pricing without regard to the prior term’s per-unit pricing.

11.3 Termination.

Termination for Cause. Either party may terminate this Agreement or any affected Ordering Document(s) for cause if:

(a) The other party commits a material breach of this Agreement (or the relevant Ordering Document) and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or

(b) The other party becomes the subject of a petition in bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Partial vs. Entire Agreement Termination. Where a material breach applies only to one subscription (or set of subscriptions), the non-breaching party may elect to terminate solely those affected subscriptions rather than the entire Agreement. If the breach materially affects multiple subscriptions or the overall purpose of this Agreement, the non-breaching party may terminate this Agreement in its entirety.

11.4 Refund or Payment upon Termination.

Termination by Customer for Cause. If Customer terminates this Agreement (or any Ordering Document) for Company’s uncured material breach as permitted above, Company will refund Customer any prepaid fees that cover the period following the effective date of such termination for all affected subscriptions.

Termination by Company for Cause. If Company terminates this Agreement (or any Ordering Document) for Customer’s uncured material breach, then Customer will pay any unpaid fees covering the remainder of the term of all applicable Ordering Documents, to the extent permitted by law.

No Payment Relief for Past Usage. Termination does not relieve Customer of its obligation to pay any fees accrued or otherwise payable for the period prior to the effective date of termination.

11.5 Surviving Provisions. The provisions of this Agreement that, by their nature, should survive termination or expiration will survive, including those addressing fees and payment, confidentiality, proprietary rights, warranties, disclaimers, indemnification, limitation of liability, and protection of Customer Data (which shall survive for so long as Company retains Customer Data). Without limiting the foregoing, the sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-Paid Applications,” “Surviving Provisions,” and “General Provisions,” as well as any similar clauses in the Documentation or the applicable Ordering Documents, shall remain in effect according to their terms.

12. GENERAL PROVISIONS

12.1 Export Compliance. The Services, Content, other Company technology, and any derivatives thereof may be subject to export control laws and regulations of the United Kingdom, the United States, the European Union, and other applicable jurisdictions. Company and Customer each represents and warrants that, at the time of entering this Agreement and continuing thereafter, it is not listed on, or otherwise subject to, any UK, US, or other relevant government-issued sanction, export control, or denied-party list. Customer will not permit any User to access or use any Service or Content: (a) in any country or region that is subject to trade sanctions or embargoes under English law or other applicable law; or (b) in violation of any applicable export control or sanctions legislation.

12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between Company and Customer regarding Customer’s use of the Services and Content, and it supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, relating to its subject matter. Any term or condition stated in a Customer purchase order or any other Customer order documentation (excluding Ordering Documents) is hereby deemed void. In the event of any conflict or inconsistency among the following documents, the order of precedence is: (1) the applicable Ordering Document, (2) this Agreement, and (3) the Documentation. Section headings are for convenience only and shall not affect the interpretation of any provision in this Agreement.

12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party is solely responsible for paying all compensation owed to its own employees, as well as all employment-related taxes and other statutory contributions.

12.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. The parties do not intend that any provision of this Agreement shall be enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999, and the rights of any third party to enforce any term hereof are expressly excluded.

12.6 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy.

12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

12.8 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (such consent not to be unreasonably withheld). However, either party may assign this Agreement in its entirety (including all Ordering Documents) without consent to (a) one of its Affiliates, or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. If a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other party, the other party may terminate this Agreement upon written notice. In that event, Company will refund Customer any prepaid fees covering the remainder of the subscription term after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

12.9 Company Contracting Entity, Governing Law, and Venue. This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of laws rules. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purpose of any dispute or claim arising out of or relating to this Agreement.

12.10 Manner of Giving Notice. Unless otherwise specified in this Agreement, all notices under this Agreement must be in writing and will be deemed effective: (a) upon personal delivery, (b) on the second Business Day following posting by registered mail, or (c) in the case of notices (other than Legal Notices) sent by email, on the day of sending. “Legal Notices” (including notices of termination or indemnifiable claims) must be clearly designated as such and may be sent by email but shall not be deemed received unless acknowledged in writing (which may be by email) by the receiving party. All billing-related notices to Customer shall be addressed to Customer’s designated billing contact, and all other notices to Customer shall be addressed to Customer’s system administrator for the Services.

12.11 No Agency. For the avoidance of doubt, Company enters into this Agreement as principal and not as agent for any other company. Subject to any valid assignment under the “Assignment” clause, the obligations owed by Company are owed solely to Customer, and the obligations owed by Customer are owed solely to Company.

13. PUBLICITY

Company may identify Customer by name and/or logo as a user of the Services in Company’s customer lists, presentations, and marketing materials, provided that such usage does not imply any endorsement by Customer. Customer may opt out at any time by written notice. Other than the foregoing, neither party shall issue any public statement (including press releases) regarding this Agreement or the parties’ relationship without the other party’s prior written consent, which shall not be unreasonably withheld or delayed.