Terms of Service

IMPORTANT: Please read this Terms of Service Agreement before clicking the “accept” button, and/or using the Spreelytics software-as-a-service product, application programming interface, or other services that accompany or are provided in connection with this Agreement. Spreelytics is provided by Spreeflo Ltd, a company registered in England and Wales under company number 16068434 (“Spreelytics”). This Terms of Service Agreement (the “Agreement”) describes the specific ways in which the Spreelytics Service collects and reports data back to Subscriber, as well as certain dependencies on the functionality of the Spreelytics Service.

By clicking the “Agree” button, and/or using the Spreelytics Service (as defined below) in any way, you and the entity that you represent (“Subscriber”) are unconditionally consenting to be bound by and are becoming a party to this Agreement with Spreelytics, and Subscriber represents and warrants that Subscriber has the authority to bind such entity to these terms. If Subscriber does not unconditionally agree to all of the terms of this Agreement, use of the Spreelytics Service is strictly prohibited.

Please note that Spreelytics may modify or amend this Agreement at any time. When Spreelytics modifies or amends this Agreement, Spreelytics will update the last updated date above, and Spreelytics may send an email to the last email address provided by Subscriber to Spreelytics.

Spreelytics may require Subscriber to provide consent to the updated Agreement in a specified manner before any further use of the Spreelytics Service is permitted. If Subscriber does not agree to any change(s) after receiving a notice of such change(s), Subscriber must stop using the Spreelytics Service. Otherwise, Subscriber’s continued use of the Spreelytics Service constitutes its acceptance of such change(s). Please regularly check this Agreement.

Section 12 (Dispute Resolution) contains provisions that govern how to resolve disputes between Subscriber and Spreelytics. Among other things, section 12 includes an agreement that all disputes between Subscriber and Spreelytics shall be resolved under the laws of the United Kingdom and subject to the exclusive jurisdiction of the courts of England and Wales. Section 12 also contains a class action and jury trial waiver (to the extent applicable under UK law). Please read Section 12 carefully.

If Subscriber purchases any feature or functionality of the Spreelytics Service for a term (the “Initial Order Term”), then the subscription will be automatically renewed for additional periods of the same duration as the Initial Order Term at Spreelytics’ then current fee for such features and functionality unless Subscriber opts out of the automatic renewal in accordance with Section 5.1(c) below.

1. Definitions. As used in this Agreement:

• "Applicable Data Protection Laws" means all data protection and privacy laws and regulations directly applicable to Spreelytics's Processing of the relevant Subscriber Personal Data under the Agreement, such as, to the extent applicable, the UK GDPR, the Data Protection Act 2018, and any other applicable UK or international data protection laws as superseded, amended or replaced.
• "Connected Account" means any third-party service connected to, or integrated with, the Spreelytics Service by or on behalf of Subscriber, such as a Google Search Console property or a payment provider account.
• "Connected Account Data" means any data collected from, or provided by, any Connected Account.
• "Spreelytics Platform" or “Platform” means the cloud-based technology, including the application programming interfaces (“API”), used by Spreelytics to deliver the Spreelytics Service to Subscriber.
• "Spreelytics Service" means the on-line service(s) made available through the https://spreelytics.com website, delivered by Spreelytics to Subscriber using the Spreelytics Platform. The Spreelytics Service offers various features and functionality, including, but not limited to, the Spreelytics Tools, web and product analytics reporting, and the application programming interfaces made available with them.
• "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent, patent rights, and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

2. Onboarding and Connected Accounts.

• Connected Accounts . In order to access many of the features and functions of the Spreelytics Service, Subscriber will need to link one (1) or more Connected Accounts to the Spreelytics Service. By granting Spreelytics access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Spreelytics access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Spreelytics may access any and all Connected Accounts and Connected Account Data in order to provide the Spreelytics Service and otherwise in accordance with the terms of this Agreement, including, as examples, to send test emails or troubleshoot in order to ensure the functionality of the Spreelytics Service. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Spreelytics will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.
• Integrating Connected Accounts . Subscriber acknowledges and agrees that in order to properly onboard to the Spreelytics Service and make full use of features and functions of the Spreelytics Service, Subscriber will need to integrate or connect to Connected Accounts with the Spreelytics Service. Subscriber agrees that it shall limit any Connected Accounts connected through custom IMAP-SMTP (that are not from Google, Outlook, Office365 or Zoho) to a reasonable volume. Spreelytics reserves the right, in its sole discretion, to take any necessary action to address any improper use to protect the quality and efficiency of the Spreelytics Service.

3. Support

• Support . As part of the Spreelytics Service, Spreelytics will use commercially reasonable efforts to keep the Spreelytics Service available and to collect and report Subscriber’s analytics data accurately. Subscriber may also subscribe to additional recommended services in order to improve the previously ordered Spreelytics Service. If Subscriber has any support-related questions or concerns relating to the Spreelytics Service, support will be provided in accordance with this Section 3.

4. Subscriber’s Use of the Spreelytics Service

• Access Rights . Commencing as of the date that Subscriber purchases or orders the applicable Spreelytics Service, subject to the terms and conditions of this Agreement and Spreelytics’ approval of your use of the Spreelytics Service, Spreelytics hereby grants to Subscriber a non-sublicensable, non-transferable, non-exclusive right and license to access and use the features and functionality of the Spreelytics Service ordered by Subscriber solely for Subscriber’s internal business purposes and solely in accordance with the terms of this Agreement and applicable laws. Spreelytics has the right to refuse or limit your access to the Spreelytics Service. When accessing and using the API, Subscriber shall limit API calls to a reasonable volume, and Spreelytics reserves the right, at its sole discretion, to take any necessary action to address improper use. Spreelytics expressly reserves the right, at any time during the Term of the Agreement, to adapt, arrange and/or modify any of the features or functionality of the Spreelytics Services (provided that any such modification does not materially adversely affect any material features or functionality of such Spreelytics Services) or any components granting access and use rights to the Spreelytics Service and the associated documentation, subject to any maintenance and support obligations herein.
• Access and Security Guidelines . Each User will use his or her unique username and password or single sign-on credentials to access the Platform pursuant to this Agreement (“Credentials”). Subscriber acknowledges and agrees that: only Users are entitled to access the Platform with their unique Credentials;
• it will provide to Spreelytics information and other assistance as necessary to enable Spreelytics to establish access to the Platform for the Users, and will verify all User requests for access to the Platform;
• it will ensure that each unique Credential will be used only by that User when accessing the Platform;
• Subscriber is responsible for maintaining the confidentiality of all Users’ unique Credentials, and is solely responsible for all activities that occur under these User accounts;
• Subscriber will notify Spreelytics promptly of any actual or suspected unauthorized use of any account, Credentials, or any other breach or suspected breach of this Agreement;
• both Subscriber and User shall only provide data, information or content that is accurate, complete, and up to date.
• Artificial Intelligence Tools. . Subject to this Agreement, Spreelytics makes available to Subscriber certain artificial intelligence tools in connection with Subscriber’s use of the Platform (collectively, the “Spreelytics AI Tools”). This Agreement shall apply in full to Subscriber’s use of the Spreelytics AI Tools. The Spreelytics AI Tools leverage third-party large language models, artificial intelligence algorithms, aggregation services, application programming interfaces, and platforms (“Third-Party Services”) to extract or generate suggested text, information, data, results, images, and other materials (collectively, the “Output”) in response to the queries, information, data, materials, text, inputs, images, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Spreelytics Service, or (ii) collected, downloaded, or otherwise received by the Spreelytics Service (“Inputs”). Spreelytics does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Spreelytics and do not form part of the Platform. Spreelytics is not responsible for any Third-Party Services or Output generated thereby, and Subscriber uses such Third-Party Services and Output at its own risk. Spreelytics is not responsible for the Third-Party Services’ handling of your Inputs or Outputs, including for use in their model training. As between the parties, each of the Inputs and Outputs are considered “Subscriber Data” for the purposes of this Agreement. SUBSCRIBER, AND NOT SPREELYTICS, SHALL BE SOLELY RESPONSIBLE for its and its Users’ use of these functions, including any use of the results of any Inputs and decisions made or actions taken based on any such results. Subscriber acknowledges and agrees that any conduct Subscriber engages in as a result of the information provided by the Spreelytics AI Tools or any Outputs received therefrom that are made available through Spreelytics or Third-Party Services is at Subscriber’s own risk. Subscriber agrees that Spreelytics will not be held liable to Subscriber or any third party for the Spreelytics AI Tools or other services providing inaccurate, incomplete, infringing, or unlawful information to Subscriber or any User. (a) Responsible Use of Spreelytics AI Tools. Subscriber shall comply with all obligations and commitments in this Agreement with respect to Subscriber Data in connection with Subscriber’s use of the Spreelytics AI Tools. Subscriber is solely responsible for the Inputs, its Outputs and its use thereof. Without limiting the disclaimers in Section 9.2 below, Subscriber is responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use. Without limiting the foregoing, Subscriber shall not use any Inputs or Outputs that: (a) infringe or misappropriate any third party’s intellectual property rights or other proprietary rights;
• (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal;
• (c) contain any viruses, worms or other malicious computer programming codes that may damage the Platform;
• (d) contain any sensitive personal information (including financial, medical or government identifiers such as passport numbers, National Insurance numbers or similar);
• (e) violate the terms of use or other agreements for any Connected Accounts.

Spreelytics reserves the right to suspend or terminate Subscriber’s access to the Spreelytics AI Tools for any failure by Subscriber to comply with this Section.

• Restrictions. . Subscriber shall not, and shall procure that its Users shall not: allow any third party to access the Platform or Spreelytics Service except as expressly allowed herein;
• modify, adapt, alter or translate the Platform or Spreelytics Service;
• sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform or Spreelytics Service for the benefit of any unauthorized third party;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or Spreelytics Service, except as permitted by law;
• interfere in any manner with the operation of the Platform, the Spreelytics Service or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform;
• modify, copy or make derivative works based on any part of the Platform or Spreelytics Service;
• access or use the Platform or Spreelytics Service to build a similar or competitive product or service;
• attempt to access the Platform through any unapproved interface;
• remove, alter, or obscure any proprietary notices of Spreelytics or its licensors on the Platform or Spreelytics Service;
• otherwise use the Platform or Spreelytics Service in any manner inconsistent with this Agreement or applicable laws, including the UK Privacy and Electronic Communications Regulations (PECR).

Spreelytics reserves the right to suspend Subscriber’s access to the Platform and the Spreelytics Service for any failure, or suspected failure, to comply with the foregoing conditions.

• Account Termination and Circumvention. Spreelytics reserves the right, in its sole discretion, to suspend, disable, or permanently terminate this Agreement and/or ban any Subscriber or User from accessing the Spreelytics Service, or any part of the Service at any time and for any reason, including but not limited to violations of this Agreement, suspected abuse or misuse of the Platform, unprofessional or disrespectful behavior, or behavior deemed detrimental to the integrity, functionality, or reputation of the Spreelytics Service. Without limiting the generality of the foregoing, Spreelytics may suspend, disable, or terminate Subscriber’s access to the Spreelytics Service or any part of the Service, or this Agreement in full if Spreelytics determines, in its sole discretion, that Subscriber is using or attempting to use the Service in connection with explicit, adult-themed, or otherwise inappropriate domains or content as determined by Spreelytics in its sole discretion. Any attempt by a banned Subscriber or User to access or use the Spreelytics Service through the creation of a new account, use of an alternative email address, impersonation of another party, or any other means of circumvention, shall constitute a material breach of this Agreement. Spreelytics reserves the right to take legal action or pursue any other remedies available under law in response to such violations.
• Subscriber’s Responsibility for Compliance. Subscriber is solely responsible for ensuring that the data it collects through the Spreelytics Service, and the notices and consents it obtains from visitors to its own websites, comply with all applicable laws, regulations, and industry best practices, including data protection and electronic privacy laws in the relevant jurisdictions. Spreelytics is not responsible for reviewing or ensuring compliance with such laws on behalf of Subscriber.
• Third-Party Claims or Lawsuits. Spreelytics is not liable for any claims, demands, damages, losses, or legal actions, including but not limited to those brought by visitors to Subscriber’s websites, alleging violations of laws, regulations, or other rights. Subscriber agrees to indemnify and hold Spreelytics harmless against any such claims, including reasonable attorneys’ fees and costs incurred. The Subscriber retains full ownership, control, and responsibility for all decisions regarding what data is collected, from whom, and for what purpose.
• Subscriber Acknowledgment. Subscriber acknowledges that by engaging the Spreelytics Service, they have reviewed and understood these disclaimers and limitations and agree that Spreelytics’ liability for these Services shall be governed exclusively by the terms of this Agreement, including the limitations of liability in Section 11. By utilizing the Spreelytics Service, Subscriber agrees to indemnify, defend, and hold Spreelytics harmless against any claims or liabilities arising from the use of such Services. These disclaimers are in addition to, and not in lieu of, any other disclaimers and limitations contained in this Agreement.

5. Fees, Payment and Suspension of Spreelytics Service

• Subscriptions. Spreelytics offers various subscription plans to its clients, including free trials and paid plans. These options and plans, including relevant pricing, are available at https://spreelytics.com/pricing . The pricing of these plans is in United States Dollars (USD) and all payments will be made in USD unless otherwise specified. Free Trials. Free trials are non-paid access to the Spreelytics Service, subject to use restrictions (such as limits on the number of daily or monthly emails, support tickets, API calls, Credits, or other features). Restrictions for free trials are set forth at https://spreelytics.com/pricing. Subscriber may terminate their free trial at any time or upgrade to a paid plan.
• Paid Plans. Paid plans have higher usage limits and may include premium features. Subscriber’s paid subscription shall be due and payable either on a monthly or annual basis, in advance, from the date of Subscriber’s first paid subscription, and will automatically renew on the same basis, subject to full payment in advance of the fees due. Subscriber may not re-subscribe to the same paid monthly plan within twenty-one (21) days for the same account. Subscriber may terminate a paid self-service plan at any time and will retain access until the end of the subscription term already paid for. However, Spreelytics does not refund or reimburse any portion of Fees already paid, including on a pro rata basis, nor will Spreelytics provide discounts for future services. It is the Subscriber’s responsibility to manage termination timing to avoid unwanted renewals.
• Automatic Renewal. Paid subscriptions will continue and automatically renew at Spreelytics’ then-current price for the applicable plan until terminated in accordance with this Agreement. The renewal frequency (monthly, annual, etc.) will be designated at the time of subscription. By subscribing, Subscriber authorises Spreelytics to charge the payment method designated in their account now and again at the start of each subsequent subscription period. If payment is not received upon renewal, Subscriber shall remain liable for all amounts due and acknowledges that Spreelytics may suspend or terminate access until payment is received. Upon receipt of late payment, the subscription will be reactivated, and the new subscription commitment period will begin from the payment date.
• Fees. Subscriber will pay Spreelytics the applicable fees for the Spreelytics Service (or Credits, as defined below) upon checkout, and thereafter in accordance with their selected plan (“Fees”). Fees do not include the cost of hardware, software, or internet access, which are the Subscriber’s responsibility. All Fees are payable in advance of each subscription term. Payment may be made by credit card, debit card, or other methods supported by Spreelytics. Subscriber authorises Spreelytics (and its payment processor) to charge their chosen payment method for all Fees due. Subscriber must maintain accurate and up-to-date billing and contact information. If Subscriber exceeds the usage limits of their plan, overage charges will apply at Spreelytics’ then-current rates. Spreelytics may increase Fees at the start of any renewal term.
• No Refunds. ALL FEES PAID UNDER THIS AGREEMENT ARE NON-REFUNDABLE AND NON-CANCELLABLE. Subscriber acknowledges and agrees that Spreelytics will not issue, and Subscriber is not entitled to receive, any refunds, reimbursements, or credits of any kind, including partial or pro-rata refunds, whether the Spreelytics Service is used, unused, or terminated early by Subscriber. This no-refund policy applies to all subscription plans and to any add-on or ancillary services.
• Third-Party Payment Processor. Spreelytics uses Stripe Payments UK Ltd and its affiliates as its third-party service provider for payment processing (“Third-Party Payment Processor”). If Subscriber purchases services, they will be required to provide payment details and any additional information directly to the Third-Party Payment Processor. Subscriber agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/gb/privacy ) and Terms of Service (currently accessible at https://stripe.com/gb/ssa ), and authorises Spreelytics and Stripe to share payment information as required to complete transactions. Online transactions may be subject to validation checks by Stripe and the Subscriber’s card issuer. Spreelytics is not responsible if payment authorisation is declined. The Third-Party Payment Processor may use fraud-prevention protocols and verification systems, which Subscriber consents to. Subscriber’s card issuer may charge additional handling or processing fees, for which Spreelytics is not responsible.
• Taxes and Invoicing. All Fees are exclusive of applicable UK VAT and any other taxes, duties, or levies, which will be charged in addition where applicable. Subscriber is responsible for payment of all such taxes, except for taxes based on Spreelytics’ net income. If Subscriber believes they have been incorrectly billed, they must notify Spreelytics in writing within sixty (60) days of the invoice date.
• Late Payments. Late payments may incur interest at the rate of 4% above the Bank of England base rate , or the maximum permitted by law if lower, plus any collection costs and legal fees. Spreelytics reserves the right to suspend or terminate Subscriber’s access to the Spreelytics Service if Fees remain unpaid for more than thirty (30) days. Subscriber remains liable for all Fees associated with their plan, even if emails are blocked or undelivered by third parties.
• Credits. Credits. In some instances, Subscriber may receive or purchase credits (“Credits”) to access certain features of the Spreelytics Service. Credits represent prepaid amounts and may only be used during the timeframe specified at purchase, or if unspecified, during the subscription period. Credits may roll over once to the immediately subsequent subscription period if renewed. Thereafter, unused Credits will expire. Credits have no cash value, cannot be reloaded, resold, transferred, traded, redeemed for cash, or applied to any other account, except as required by law. Spreelytics reserves the right to change Credit terms without notice. The features or services accessible by Credits are subject to change at Spreelytics’ sole discretion.
• Promotional Credits. Spreelytics may issue Credits for promotional, loyalty, or award purposes (“Promotional Credits”). Promotional Credits may expire in accordance with terms specified at issuance. Promotional Credits have no cash value, cannot be transferred, sold, or redeemed for cash, and are subject to the same restrictions as purchased Credits.

6. Ownership; Content; and Data

• Spreelytics Platform and Technology . Subscriber acknowledges that Spreelytics retains all right, title, and interest in and to the Spreelytics Platform, including all algorithms, AI, language and visual models and improvements thereto, integration tools, proprietary information, and all software and technology used by Spreelytics or provided to Subscriber in connection with the Spreelytics Service (the " Spreelytics Technology "). The Spreelytics Technology is protected by Intellectual Property Rights owned by or licensed to Spreelytics. Without limiting the foregoing, the " SPREELYTICS " name, logo, and all other trademarks and service marks of Spreelytics are owned by Spreelytics Subscriber shall not have any right to use the Trademarks without Spreelytics's prior written consent. All content on https://spreelytics.com and otherwise available through the Spreelytics Service, including graphics, logos, page headers, icons, and service names, are the property of Spreelytics or its affiliates. Other trademarks that appear on https://spreelytics.com or within the Spreelytics Service are the property of their respective owners. No license or other rights in the Spreelytics Technology are granted to the Subscriber except as expressly set forth in this Agreement. Subscriber hereby grants Spreelytics a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate into the Spreelytics Service any suggestions, enhancement requests, recommendations, or feedback provided by Subscriber or Users relating to the Spreelytics Service. Spreelytics shall not identify Subscriber as the source of such feedback.
• Responsibility for Subscriber Data. Subscriber is solely responsible for the accuracy, quality, and legality of Subscriber Data, including lead lists from third parties. Subscriber will obtain all third-party licences, consents, and permissions needed for Spreelytics to receive, use, and Process Subscriber Data to provide the Spreelytics Service. Without limiting the foregoing, Subscriber will be solely responsible for: providing appropriate privacy notices to all third parties (including Users);
• obtaining all necessary consents for Spreelytics to receive, use, and Process Subscriber Data in accordance with this Agreement and all Applicable Data Protection Laws.

Subscriber represents and warrants that Subscriber Data will not:

• infringe, misappropriate, or violate any intellectual property or other rights of third parties;
• contain any virus, malware, or code designed to damage, intercept, or misappropriate any system or Personal Data;
• contain unlawful, defamatory, harassing, abusive, threatening, obscene, or otherwise objectionable content;
• encourage conduct that could constitute a criminal offence or otherwise violate applicable law;
• contain sensitive Personal Data (including national insurance numbers, health information, or bank/credit card details);
• be false, misleading, or inaccurate; or

If Subscriber breaches this Section 6.2, or if Spreelytics suspects a breach, Spreelytics may suspend or terminate this Agreement (or limit Subscriber's sending rights) immediately upon notice and close Subscriber's master account.

• Licence to Subscriber Data. Subscriber retains all right, title, and interest in and to Subscriber Data. Subscriber grants Spreelytics a non-exclusive, worldwide, royalty-free licence to: access and use Subscriber Data to provide the Spreelytics Service; and
• collect and compile de-identified, aggregated, and/or anonymised data derived from Subscriber Data to improve the Spreelytics Service (" Aggregated Data ").

The licence in part (b) is perpetual and irrevocable. Subscriber represents that it has all rights to grant these licences.

Further, Subscriber acknowledges that Personal Data of Users submitted to or through the Spreelytics Service will be processed in accordance with Spreelytics's Privacy Policy at https://spreelytics.com/legal/privacy .

• Aggregated Data . All right, title, and interest in Aggregated Data (and related Intellectual Property Rights) belong solely to Spreelytics. Spreelytics may (i) make Aggregated Data publicly available in compliance with law, and (ii) use Aggregated Data for lawful purposes, provided it does not identify Subscriber or Subscriber's Confidential Information.
• Performance Data . Spreelytics retains all right, title, and interest in Performance Data and may use it for any lawful purpose.
• Data Processing Agreement . Where Spreelytics processes personal data on Customer's behalf, the Data Processing Agreement at https://spreelytics.com/legal/dpa is incorporated into and forms part of these Terms.

7. Confidentiality

• Definition. Each Party ("Receiving Party") may receive confidential information from the other Party ("Disclosing Party"), including technical, business, marketing, financial, or other proprietary information that reasonably should be understood as confidential ("Confidential Information"). The terms of this Agreement, the Spreelytics Technology, and related technical information shall be deemed Confidential Information of Spreelytics.
• Exceptions. Confidential Information does not include information that: becomes public other than through wrongful act of the Receiving Party;
• is disclosed to the Receiving Party lawfully by a third party without restriction; or
• is independently developed without use of the Disclosing Party's Confidential Information.
• Obligations. During and after the Term, the Receiving Party shall: not use or disclose Confidential Information except as required to perform this Agreement (including disclosure to Spreelytics's employees, subcontractors, and Representatives as necessary for the Spreelytics Service); and
• apply at least the same degree of care used to protect its own Confidential Information, and in any case reasonable care.

"Representatives" include attorneys, consultants, and subcontractors who need access and are bound by confidentiality obligations at least as protective as those herein.

• Lawful Disclosure. Either Party may disclose Confidential Information where required by law, provided reasonable advance notice is given to allow the Disclosing Party to seek protective measures.
• Ownership. Confidential Information remains the property of the Disclosing Party. No rights or licences are granted except the limited use rights expressly provided in this Agreement.

8. Term and Termination

• Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with its terms (the " Term "). Each subscription shall have an initial term of either one (1) month or one (1) year, depending on the plan purchased by the Subscriber (the " Initial Order Term "), and shall automatically renew for successive terms of the same duration (each a " Renewal Order Term " and, collectively with the Initial Order Term, the " Order Term "), unless either party provides not less than thirty (30) days' written notice of its intent not to renew prior to the end of the then-current Order Term.
• Termination. Either party may terminate this Agreement or a specific subscription plan upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days of written notice. Either party may also terminate immediately if the other becomes insolvent, enters administration, liquidation, or bankruptcy, or otherwise ceases to carry on business. Spreelytics may immediately terminate this Agreement or suspend Subscriber's access to the Spreelytics Service without notice pursuant to Section 4.8 (Account Termination and Circumvention), which shall be deemed a non-curable material breach. Upon termination of this Agreement or any subscription plan, all outstanding amounts owed to Spreelytics shall become immediately due and payable. Sections 1, 4.4, and 6–13 shall survive termination.
• Effect of Termination. (a) By Subscriber: Upon Subscriber's termination, Subscriber's access to the Spreelytics Service will cease, and Spreelytics may, in its discretion, delete any Subscriber Data in accordance with its then-current data retention policies. Spreelytics shall not be obligated to delete Subscriber Data unless required by law and has no obligation to retain, recover, or make available such data after termination.
• (b) By Spreelytics: Spreelytics may, but is not obliged to, provide Subscriber with a limited opportunity to access and export Subscriber Data prior to deletion. If such an opportunity is offered, Spreelytics will specify the timeframe in writing. After such period, Spreelytics shall have no further obligation to retain or recover Subscriber Data.

9. Spreelytics Warranties and Disclaimer

• Limited Warranty. Spreelytics warrants that the Spreelytics Service will be provided in a professional and workmanlike manner. Subscriber must notify Spreelytics in writing of any non-conformance within thirty (30) days of discovery. Spreelytics does not control the transfer of data over the internet and is not responsible for delays, failures, or delivery problems arising from the internet or other third-party systems. Where a deficiency is confirmed, Subscriber's sole remedy shall be the re-performance of the Spreelytics Service.
• Disclaimer. (a) General. To the fullest extent permitted by applicable law: The Spreelytics Service, Platform, and Documentation are provided "as is" and "as available" .
• Spreelytics and its suppliers disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
• Spreelytics does not guarantee service uptime or uninterrupted performance.
• Spreelytics disclaims any representation or warranty that Personal Data or other information available via the Spreelytics Service complies with data protection or privacy laws. Subscriber is solely responsible for ensuring lawful use of such data, obtaining necessary consents, and complying with all applicable data protection and marketing laws.

(b) Spreelytics AI Tools. The AI tools are output-generation tools only. Spreelytics makes no warranty that the output will be accurate, reliable, tailored, or suitable for any purpose. Spreelytics does not warrant that output will be owned by Subscriber, protected by intellectual property rights, or free from third-party rights. Subscriber assumes all responsibility for evaluating and using AI outputs.

(c) Third-Party Data. Subscriber acknowledges that Spreelytics may rely on third-party data sources (" Third-Party Data "), which may be incomplete, outdated, or inaccurate. Spreelytics makes no warranty as to the accuracy, timeliness, or availability of Third-Party Data and disclaims responsibility for compliance of such data with applicable laws. Subscriber is solely responsible for determining lawful use of Third-Party Data.

• Connected Accounts . Spreelytics has no control over Subscriber's Connected Accounts (for example, a connected Google Search Console property) and is not responsible for downtime, unavailability, inaccuracies, or errors associated with such accounts.
• Third-Party Service Providers . The Spreelytics Service and Documentation may include links or references to third-party providers or services (" Third-Party Providers "). Such links are provided for convenience only and do not constitute an endorsement. Each Third-Party Provider is independent, and Spreelytics accepts no responsibility for their actions, omissions, or information. Subscriber should independently evaluate any Third-Party Provider before engagement.

10. Indemnity

• By Spreelytics. Spreelytics will defend at its expense any claim, action, suit, or investigation brought by a third party ("Claim") against Subscriber, and will pay any settlement Spreelytics makes or approves, or any damages, losses, costs, and expenses ("Losses") incurred by Subscriber in connection with such Claim, insofar as such Claim alleges that the Platform or the Spreelytics Service infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United Kingdom. If any portion of the Platform or Spreelytics Service becomes, or in Spreelytics's opinion is likely to become, the subject of a claim of infringement ("Infringing Technology"), Spreelytics may, at Spreelytics's option: (a) procure for Subscriber the right to continue using the Infringing Technology; (b) replace the Infringing Technology with non-infringing software or Spreelytics Service which do not materially impair the functionality of the Platform or Spreelytics Service; (c) modify the Infringing Technology so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Spreelytics Technology. Notwithstanding the foregoing, Spreelytics will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the Platform or Spreelytics Service not in accordance with this Agreement or applicable laws, rules, or regulations; (ii) any use of the Platform or Spreelytics Service in combination with other products, equipment, software or data not supplied by Spreelytics; or (iii) any modification of the Platform or Spreelytics Service by any person other than Spreelytics or its authorised agents (collectively, the "Exclusions" and each, an "Exclusion"). This section states the sole and exclusive remedy of Subscriber and the entire liability of Spreelytics, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
• By Subscriber. Subscriber will defend at its expense any Claim brought against Spreelytics, and will pay any Losses incurred by Spreelytics in connection with such Claim, to the extent arising out of or relating to: (a) an Exclusion, (b) Subscriber's breach or alleged breach of Sections 4.3(a), 4.4, 6.2, 6.3 or 6.5, (c) any agreement between Subscriber and a Connected Account, or (d) Subscriber's use of Third-Party Data, Inputs and/or Outputs. This section states the sole and exclusive remedy of Spreelytics and the entire liability of Subscriber, or any of its officers, directors, employees, shareholders, contractors or representatives, for the claims and actions described herein.
• Procedure. The indemnifying party's obligations as set forth above are expressly conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control of the defence or settlement of any claim or suit; and (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defence of any claim or suit.

11. Limitation of Liability

• Types of Damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR LOST DATA OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWSOEVER ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SPREELYTICS TECHNOLOGY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT. IN NO EVENT SHALL SPREELYTICS BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
• Amount of Damages. EACH PARTY'S AGGREGATE CUMULATIVE LIABILITY FOR ANY DAMAGES SUSTAINED IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN SPREELYTICS AND SUBSCRIBER. SPREELYTICS'S FEES FOR THE SERVICES REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
• Exclusions. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO: (A) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS; OR (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

12. Dispute Resolution

• Applicability. Subscriber and Spreelytics agree that any dispute, claim, or disagreement arising out of or relating in any way to Subscriber's access to or use of the Spreelytics Service, any communications Subscriber receives in connection with the Spreelytics Service, any products sold or distributed through the Spreelytics Service, or this Agreement (each, a "Dispute") will be subject to the exclusive jurisdiction of the courts of England and Wales.
• Informal Resolution. Before commencing formal proceedings, both parties agree to attempt in good faith to resolve any Dispute informally within thirty (30) days of written notice of the issue.
• No Jury Trial or Class Actions. To the extent permitted by law, the parties waive any right to a jury trial and agree that disputes will be resolved on an individual basis, and not as part of a class, collective, or representative action.

13. General Provisions

• Publicity and Non-Disparagement. Spreelytics shall have the right to use Subscriber's name and pre-approved logo on Spreelytics's website and in marketing materials solely to identify Subscriber as a client of Spreelytics. Neither party shall disparage the other in any form of communication.
• Relationship Between the Parties. Spreelytics is an independent contractor; nothing in this Agreement creates a partnership, joint venture, or agency relationship. Subscriber will not represent to any third party that it has authority to act on behalf of Spreelytics.
• Injunctive Relief. Subscriber acknowledges that the Platform and the Spreelytics Service contain valuable Intellectual Property Rights and proprietary information of Spreelytics, that any actual or threatened breach of this Agreement will cause irreparable harm to Spreelytics, and that injunctive relief is an appropriate remedy.
• Export and Import Laws. Each Party agrees to comply with all applicable UK and international export control and trade laws and regulations. Subscriber confirms they are not subject to UK government sanctions or restrictions.
• Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of merger, corporate reorganisation, or sale of substantially all assets.
• Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Spreelytics, by emailing contact@spreelytics.com. If to Subscriber, notices will be sent to the email address provided during account registration.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute not resolved informally under Section 12 shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
• Waivers; Severability. Any waiver must be in writing and signed by authorised representatives. Failure to enforce any provision will not be a waiver of future enforcement. If any provision is unenforceable, it will be interpreted to achieve its intent to the maximum extent permitted by law, with the remainder continuing in force.
• Construction. Headings are for convenience only and shall not affect interpretation. "Including" means "including but not limited to."
• Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control, including labour disputes, shortages, war, fire, natural disasters, government actions, pandemics, or service outages.
• Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties and supersedes prior agreements. Any amendment must be in writing and signed by both parties.