Master Subscription Agreement

1. Introduction

Tier3 Labs Ltd (company number 15734938), registered in England & Wales, whose registered address is 12 Old Mill Gardens, Berkhamsted, England, HP4 2NZ (“Company”, “We”, “Us”, or “Our”) provides its Services (as defined below) to you, the customer (“Customer”, “You”, or “Your”).

Your use of the Services is subject to and governed by this Master Subscription Agreement (“Agreement”) and the terms of any Subscription Order Form (“Order Form”) that You entered into that specifically references this Agreement. The Agreement includes the Order Form.

By accepting this Agreement — either by clicking a box indicating your acceptance or by executing an Order Form that references this Agreement — You agree to its terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case “Customer”, “You”, and “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if You do not agree with these terms, You must not accept this Agreement and may not use the Services.

We reserve the right to update and change the terms of this Agreement from time to time at our sole discretion. We will provide notice by updating this page, indicating the date of the update, and sending written notice to the email address associated with your account. Your continued use of the Services thirty (30) days after such notice shall constitute acceptance of the new terms.

You may not access the Services if you are our direct competitor, except with our prior written consent, nor for the purposes of monitoring availability, performance, or functionality, or for any benchmarking or competitive purposes.

2. Services and Support

2.1 The “Services” include Our website, software, and other services provided to You based on the plan purchased and indicated on the Order Form. Any new features added to or augmenting the Services are also subject to this Agreement. Certain new features made generally available at no cost to all subscribing customers will be provided to You at no additional charge; however, some new features may require the payment of additional fees, and Company will determine at its sole discretion whether any such new features require an additional fee.

2.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. The Services encompass our proprietary AI search optimisation and local SEO systems, designed to enhance your business's online visibility across traditional and AI-powered search platforms.

2.3 As part of the registration process, You may provide Us with login credentials or other administrative access to Your accounts so that We can provide the Services. We do not store, share, or otherwise distribute your credentials to any third parties and make no claims as to the ownership of such accounts.

2.4 Company does not guarantee specific search ranking positions, traffic volumes, or other measurable outcomes. Search engine and AI platform algorithms are influenced by many factors outside of Company's control, and results will vary. Any projections or estimates provided by Company are illustrative only and do not constitute a warranty or guarantee.

2.5 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice.

3. Third-Party Services

3.1 The Services may involve connecting to and using third-party products, services, or software under separate terms and conditions (collectively, “Third-Party Products”) such as search platforms, analytics tools, or content management systems. Your use of any Third-Party Products is governed solely by their respective terms and conditions. We do not endorse, are not responsible for, and make no representations as to such Third-Party Products, their content, or the manner in which they handle Your data. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any Third-Party Products.

3.2 Customer agrees that Company is not affiliated with any Third-Party Products or platforms in any way unless expressly stated.

3.3 To take advantage of certain features, Customer may be required to provide Company with login credentials for Third-Party Products. By doing so, You authorise Company to use those credentials solely for the purposes of delivering the Services.

4. Restrictions and Responsibilities

4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services or any related software (“Software”); modify, translate, or create derivative works based on the Services or Software; use the Services for time-sharing or service bureau purposes for the benefit of a third party; or remove any proprietary notices or labels.

4.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations, including but not limited to those of England & Wales and the United Kingdom. Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including costs and legal fees) in connection with any claim arising from Customer's use of the Services. Company may prohibit any use of the Services it believes is, or may be, in violation of applicable law or Company policy.

4.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or otherwise use the Services, including hardware, software, networking, and web servers (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, and passwords, and for all uses of the Customer account with or without Customer's knowledge or consent.

5. Confidentiality; Proprietary Rights

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use or divulge it to any third party except as permitted herein. The foregoing shall not apply to information that (a) is or becomes generally available to the public; (b) was already known to the Receiving Party; (c) was rightfully disclosed without restriction by a third party; (d) was independently developed without use of any Proprietary Information; or (e) is required to be disclosed by law or any competent regulatory authority.

5.2 Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto; (b) any software, applications, or other technology developed in connection with support; and (c) all intellectual property rights related to any of the foregoing.

5.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyse data and information relating to the provision, use, and performance of the Services (including information concerning Customer Data) and will be free to (i) use such information to improve and enhance the Services; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.

6. Payment of Fees

6.1 Customer will pay Company the fees described in the Order Form (“Fees”). If Customer's use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires additional fees, Customer shall be billed accordingly and agrees to pay such additional fees. Company reserves the right to change the Fees upon thirty (30) days' prior notice to Customer. If Customer believes that Company has billed incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error appeared.

6.2 Where Company bills by invoice, full payment must be received within thirty (30) days of the invoice date. Unpaid amounts are subject to statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 and any applicable late payment legislation, plus reasonable costs of collection, and may result in immediate suspension or termination of the Services. Customer shall be responsible for all taxes and duties associated with the Services, including UK value added tax (VAT) where applicable.

7. Term and Termination

7.1 Subject to earlier termination as provided below, this Agreement is for the initial service term specified in the Order Form and shall be automatically renewed for additional periods of the same duration unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

7.2 Either party may terminate this Agreement upon thirty (30) days' written notice (or without notice in the case of non-payment) if the other party materially breaches any term of this Agreement. Customer will pay in full for the Services up to and including the last day on which Services are provided. All sections which by their nature should survive termination will do so, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.3 Customers who purchase Services with initial service terms greater than one (1) month have the option to terminate this Agreement at any time during the first thirty (30) days of Service for any reason by emailing their assigned Customer Service Representative. If this option is exercised, Company will refund Customer for the pro-rated amount remaining on their initial service term, rounded up to the nearest month.

8. Work Product Ownership

Any copyrightable works, ideas, discoveries, products, or other information (collectively, “Work Product”) developed in whole or in part by Company in connection with the Services will be the exclusive property of Company. Upon request, Company will execute all documents necessary to confirm or perfect such exclusive ownership. However, upon receipt of full payment of all Fees due, Company grants Customer a non-exclusive, worldwide, royalty-free, perpetual licence to use the Work Product solely for Customer's internal business purposes and external marketing. If Customer fails to adhere to payment terms or refuses to pay for rendered services, this licence is immediately revoked, and Company retains full rights to use the rendered work for promotional purposes and does not release copyright in such work.

9. Warranty and Disclaimer

Company shall use commercially reasonable efforts to maintain the Services in a manner that minimises errors and interruptions. Services may be temporarily unavailable for scheduled or emergency maintenance, or due to causes beyond Company's reasonable control. Company shall use reasonable efforts to provide advance notice of any scheduled service disruption.

Company does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Agreement, the Services are provided “as is” and Company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by applicable law.

10. Limitation of Liability

To the fullest extent permitted by applicable law (including the laws of England & Wales), nothing in this Agreement limits or excludes liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot legally be limited or excluded under applicable law. Subject to the foregoing, Company and its officers, affiliates, representatives, contractors, and employees shall not be responsible or liable under any contract, negligence, strict liability, or other theory: (a) for error or interruption of use, or for loss, inaccuracy, or corruption of data, or for the cost of procuring substitute goods, services, or technology, or for loss of business; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond Company's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to Company for the Services in the twelve (12) months prior to the act that gave rise to the liability; in each case, whether or not Company has been advised of the possibility of such damages.

11. Data Protection

Both parties will comply with all applicable requirements of the Data Protection Legislation (meaning the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018). This Section is in addition to, and does not relieve, remove, or replace, a party's obligations under the Data Protection Legislation. If Company processes any personal data on Customer's behalf when performing its obligations under this Agreement, the parties record their intention that Customer will be the data controller and Company will be a data processor. The specifics of such processing shall be governed by Company's Privacy Policy or a separately executed Data Processing Agreement.

12. Marketing & Publicity

Customer grants Company a non-exclusive, worldwide, royalty-free licence to use Customer's business name, trade name, and logos (“Customer Marks”) to identify Customer as a user of the Services and to use the Customer Marks in Company's marketing, advertising, and promotional materials, including on Company's website, in sales presentations, case studies, and paid digital advertisements. Company will use the Customer Marks in accordance with any reasonable brand guidelines provided by Customer and will not materially alter the Customer Marks other than to resize them.

Customer agrees that Company may describe in general terms the nature of the Services provided to Customer and may use data and metrics relating to Customer's use of the Services and the results achieved (including search-ranking, traffic, and lead-generation metrics) (“Results Data”) in Company's marketing and sales materials, provided that Company does not disclose Customer's confidential information.

Where Company wishes to attribute a specific testimonial, quote, or detailed case study to a named individual at Customer, Company will obtain that individual's prior consent (email being sufficient) before publication.

Customer may revoke Company's right to use the Customer Marks in new marketing materials at any time upon thirty (30) days' prior written notice. Revocation will not require Company to remove or modify materials created before the effective date of revocation, and Company may continue to use aggregated or de-identified Results Data that does not identify Customer.

13. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement, together with the Order Form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements relating to its subject matter. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable legal fees. All notices under this Agreement will be in writing and deemed duly given when received personally, when receipt is electronically confirmed (by facsimile or email), the day after being sent for next-day delivery by a recognised overnight delivery service, or upon receipt if sent by recorded post. This Agreement shall be governed by and construed in accordance with the laws of England & Wales, and the parties submit to the exclusive jurisdiction of the courts of England & Wales.

Contact

Questions about this Agreement? Contact us at legal@tier3labs.com or by post at Tier3 Labs Ltd, 12 Old Mill Gardens, Berkhamsted, England, HP4 2NZ.