Master Subscription Agreement

Last updated March 10, 2025

This Master Subscription Agreement (this “Agreement” or the “MSA”) is effective as of the latest date set forth on a fully-executed Order Form between the parties (the “Effective Date”), and is by and between Jacquard Group Limited, a company registered in England and Wales (with company number 09453268) and whose registered address is 82 St John Street, London, United Kingdom, EC1M 4JN (“Jacquard,” “we” or “us”), and the other signatory to the Order Form (“you”) (each a “Party” and collectively, the “Parties”).

By accepting this Agreement through execution of an Order Form, you agree to the terms of this Agreement and any linked documents, which we may periodically update. 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 that entity and its affiliates to these terms and conditions, in which case the terms “you” and “your” or “Customer” in this agreement refer to that entity and its affiliates. If you do not have that authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use our products or services.

Services
1. We have agreed to provide you with a license to use our custom marketing content generation, optimisation and personalisation software and other services (the “Services”) hosted on our cloud-based platform (the “Platform”), which will generate for you unique marketing content outputs (the “Outputs”). This Agreement provides the terms and conditions of our provision of the Services to you; by signing this Agreement you are agreeing to these terms.
2. The details of the Services you have licensed shall be separately agreed upon by the Parties and reflected in individual order forms (each an “Order Form”), each of which is subject to and made a part of this Agreement. Each Order Form shall include: the order number; Customer’s legal name; Customer’s billing and shipping addresses, contact names and email addresses; the billing and payment terms and currency; the Customer’s Customer Engagement Platform (“CEP”); the start date, end date and length of the Term; any setup requirements; whether or not the Customer requires a purchase order; and the commercial terms, including the platform edition(s) included in the Services, the fees charged to Customer, a glossary of terms, the product inclusions, any additional terms and conditions, and a signature block for an authorized representative of each Party.
Set-up and Data Requirements
1. We will need brand / tone of voice guidelines to ensure we can guide our language generation algorithms to either adhere to your brand voice or avoid non-brand terminology & phraseology.
2. We will also need certain training data to set up your Jacquard account; these requirements are detailed in the applicable Order Form(s).
3. Please ensure that you have approved for distribution all Customer data supplied to Jacquard.
Support Services and Planned Maintenance
1. Jacquard will at a minimum provide the support services, and will engage in the planned maintenance, detailed on the ‘Support Services and Planned Maintenance’ document accessible on our website at https://jacquard.com/legal/support-services-and-planned-maintenance/, which Jacquard may periodically update.
License
1. Subject to these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sublicensable right to allow those users authorized by you in accordance with this Agreement to access the Platform, solely for your internal business purposes, during the Term and any renewal terms agreed upon in writing between the Parties.
2. We shall, during the Term, make available to you the then-current version of the Platform, on and subject to these terms and conditions, subject to payment in full of our fees and charges.
3. You agree that you are only permitted to use the Platform to generate marketing content for your own marketing campaigns and that you are not permitted to, and will not, use the Platform to create marketing language for third parties, unless otherwise agreed to in writing between the Parties in an Order Form.
Invoicing and Payment
1. Unless otherwise specified in the Order Form:
  1. On or before the Start Date, we will invoice you for all fees and charges set out in the Order Form.
  2. You shall pay us all such fees and charges within thirty (30) days of your receipt of each undisputed invoice.
2. If we have not received your payment within fourteen (14) days of its due date, and without affecting any other rights or remedies we may have, we may, without liability to you and upon reasonable notice to you, disable your password, account and access to all or part of the Platform. In such case, we shall be under no obligation to make the Platform available to you while the invoice(s) concerned remain unpaid, and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 1 1/2%, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. If you require a purchase order (“PO”), you must deliver it to us within 14 days of the effective date of the Order Form. Payment due date(s) will not be extended by any delays in issuing a PO.
4. We reserve the right to increase or vary the subscription fees for the Platform at the end of the Term, by giving you not less than thirty (30) days prior written notice of such change.
5. All amounts and fees stated or referred to in this Agreement shall be payable in the currency reflected on the Order Form and are exclusive of all applicable taxes (including but not limited to VAT).
6. All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable.
Term and Renewal
1. This Agreement commences on the Effective Date (as specified in the preamble of this Agreement), and shall terminate when all Order Forms hereunder have expired or have been validly terminated in accordance with this Agreement.
2. Each Order Form shall state the applicable Term per Platform Edition, which shall denote the agreed-upon duration of Customer’s access to the Platform to use that Platform Edition. Unless otherwise specified in Order Form #1, the initial Term for all Platform Editions licensed by Customer shall be twelve (12) months.
3. Unless otherwise specified in an Order Form, each subscription will automatically renew for additional periods equal to the expiring Term unless either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the last day of the Term.
Termination
1. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party becomes insolvent or ceases to trade.
2. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party is in material breach of the terms of this Agreement; provided however that the aggrieved Party must first make a good faith effort to avail itself of the Dispute Resolution procedures as stated in Section 17 below.
3. Customer may terminate this Agreement if it is entitled to do so according to Section 4 – Extraordinary Termination Rights – of the Service Level Agreement accessible on our website at https://jacquard.com/legal/service-level-agreement/ (which Jacquard may periodically update).
Confidentiality
1. Each Party may be given access to confidential information of the other Party (“Confidential Information”) to perform its obligations under this Agreement. Confidential Information means all information in whatever form (whether or not marked confidential) provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including, without limitation, information relating to the Disclosing Party’s business affairs, customers, vendors, trade secrets (as defined under applicable law), prices, products, services, accounting, finances, business systems, software and computer programs and any other information that a reasonable person would consider confidential.
2. A Party’s Confidential Information shall not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the Receiving Party; was in the other Party’s lawful possession before the disclosure;
  2. is lawfully disclosed to the Receiving Party by a third Party without restriction on disclosure;
  3. is independently developed by the Receiving Party, which independent development can be shown by written evidence; or
  4. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
3. Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third Party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement and, in the case of De-Identified Data only (see Section 10(f) below), the improvement of its products and services.
4. Notwithstanding the above, either Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Jacquard shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek, at Customer’s own expense, a protective order or to otherwise contest such required disclosure.
5. Each Party shall make commercially reasonable efforts to ensure that the other Party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
6. Customer or Customer’s Customers may from time to time provide Jacquard suggestions or ideas for improving or otherwise modifying Jacquard’s products or services (“Feedback”). Customer hereby grants Jacquard a perpetual, irrevocable right and license to use Feedback in any way. Jacquard does not agree to treat Feedback as Confidential Information, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Jacquard’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the Customer’s customers.
7. In the event of a conflict between the terms of this Section and those of a pre-existing fully-executed Non-Disclosure Agreement, Mutual Non-Disclosure Agreement or Confidentiality Agreement between the Parties (an “NDA”), the NDA will govern.
Non-Solicitation
1. Customer hereby agrees that during the term of this Agreement and for a period of one (1) year following the end of the last applicable Term, Customer will not:
  1. hire or attempt to hire any employee of Jacquard or any affiliate of Jacquard, or any person who was an employee of Jacquard or any affiliate of Jacquard at any time during the twelve months immediately prior to such employee’s termination of employment with Jacquard;
  2. assist in such hiring by any other person; or
  3. encourage any such employee to terminate his or her relationship with Jacquard or any affiliate of Jacquard.
2. The preceding sub-Section does not forbid Customer from:
  1. hiring an individual who directly contacts Customer, or
  2. issuing a solicitation to the general public not specifically directed at Jacquard’s employees.
Intellectual Property
1. You will own and we hereby assign to you the Outputs (as defined above), subject to sub-Section (b.) below. The Outputs do not include any aspect of the Platform, including but not limited to any artificial intelligence or machine learning algorithms or models used by the Platform.
2. Other than the Outputs, Jacquard retains full ownership of all intellectual property and other rights in its Platform and Services, including without limitation any rights in:
  1. all documentation, modifications, improvements, upgrades, derivative words, and all other intellectual property rights in connection with the Services;
  2. Jacquard’s name, logos, and trademarks reproduced through the Services;
  3. the Platform and its user interface, including Jacquard’s source code and source code documentation;
  4. the back-end software utilized by the Platform; and
  5. any machine learning or artificial intelligence models or algorithms used by the Platform to generate marketing content Outputs.
3. You agree that you will not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software which operates the Platform in any form or media or by any means. For the avoidance of doubt all materials, processes, initiatives, data systems or software, code, specifications, designs, database rights, and rights in designs or inventions in the Platform shall belong to Jacquard absolutely.
4. You agree not to access all or any part of the Platform in order to, or your own behalf or on behalf of a third party, build a product or service which competes with the Platform.
5. In the event that you become aware of any claim that the receipt, and/or use in accordance with this Agreement, of the Platform, including of any constituent part, infringes the intellectual property rights of a third party (“IP Infringement”), you must:
  1. immediately notify us in writing;
  2. not make any admission of liability, agreement or compromise in relation to the IP Infringement without our prior written consent;
  3. give us and our professional advisors access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisors, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisors to examine them and to take copies for the purpose of assessing the IP Infringement claim or matter; and
  4. subject to us indemnifying you against any claim, liability, costs, expenses, damages or losses that may be incurred, take such action as we may reasonably request to avoid, dispute, compromise or defend any claim or action in respect of the alleged IP Infringement.
6. We will not use any Confidential Information to train any large language model. Notwithstanding the above, Jacquard may retain, own and use De-Identified Data, including without limitation aggregated with data from other customers, in order to improve its Platform and Services. “De-Identified Data” is Confidential Information with the following removed: information that identifies or could reasonably be used to identify Customer, a customer of Customer, an individual person, or a household.
Data Security, Processing and Privacy
1. Jacquard is ISO 27001:2022 certified.
2. Jacquard shall exercise commercially reasonable efforts to abide by and maintain adequate data security measures, consistent with industry standards, to prevent unauthorized exposure or disclosure of Customer’s Confidential Information. Jacquard’s security programs and measures are detailed on the Information Security Addendum accessible on our website at https://jacquard.com/legal/information-security-addendum/, which Jacquard may periodically update.
3. Should Jacquard or any Jacquard employees, contingent workers, agents, consultants or individual contractors have access to or Process any of Customer’s Personal Data or Personal Information (as those terms are defined in the Appendices), Jacquard shall comply with the Data Processing Addendum accessible on our website at https://jacquard.com/legal/data-processing-addendum/, which Jacquard may periodically update.
Insurance
1. Prior to the start of any Services, Jacquard shall at its own expense procure and maintain during the Term the insurance levels set forth on the Minimum Insurance Levels document accessible on our website at https://jacquard.com/legal/minimum-insurance-levels/, which Jacquard may periodically update.
Indemnification

Each Party agrees to indemnify the other party for certain claims (collectively, the “Indemnified Claims”) as follows:

Jacquard to Customer: We hereby indemnify you and shall keep you indemnified in full against any and all losses incurred or suffered by you in connection with:
1. claims resulting from our gross negligence or willful misconduct;
2. claims resulting from breach of our confidentiality obligations as stated in Section 8;
3. claims resulting from breach of our data security obligations as stated in Section 11(b); and
4. claims of Intellectual Property Infringement, except that we shall not under any circumstances have any liability for any such claim caused by or resulting from:
  1. any unauthorized modification of the Platform made by you or on your behalf;
  2. your use of the Platform in combination with software, operating systems or mobile devices not supplied or approved in writing by us; or
  3. your use of any intellectual property rights owned by, or licensed from a third party to you, or purportedly owned by or licensed to you, that are or have been created independently of this Agreement.
Customer to Jacquard:
1. You hereby agree to, at your own expense, defend, indemnify and hold Jacquard harmless from (or at Jacquard’s option, settle) any claim arising out of your illegal use or willful misuse of the Subscription Services, provided that Jacquard:
  1. promptly notifies you in writing of any such claim;
  2. permits you to control and direct the investigation, preparation, defense and settlement of such claim (except that any settlement of such a claim will not include a financial or specific performance obligation or admission of liability of Jacquard, without the advance written approval of Jacquard); and
  3. reasonably assists and cooperates in the defense of such claim.
2. You agree to pay any final award of damages assessed against Jacquard resulting from such a claim, including any awarded costs and attorneys’ fees, or any settlement amount agreed to in writing by you. Jacquard shall be entitled to participate in the defense of such a claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Jacquard’s own expense unless:
  1. the employment thereof has been specifically authorized by you in writing;
  2. you have failed to assume the defense and employ counsel in accordance with this Section (in which case Jacquard shall control the defense); or
  3. the interests of you and Jacquard with respect to such a claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. NOR SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

No Warranties

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, JACQUARD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. JACQUARD IS NOT RESPONSIBLE FOR ERRORS AND DOES NOT GUARANTEE THAT THE SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS OR BE FAULT OR ERROR FREE. EXCEPT TO THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT ACCESSIBLE ON OUR WEBSITE AT https://jacquard.com/legal/service-level-agreement/ (WHICH JACQUARD MAY PERIODICALLY UPDATE) CUSTOMER ACCEPTS THE SYSTEM “AS IS.”

Damages Cap

EXCEPT FOR THE INDEMNIFIED CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF CHARGES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST ACT OR OMISSION GIVING RISE TO THE LIABILITY, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Dispute Resolution
1. In the event of a dispute between or among the Parties with respect to this Agreement, an Order Form or the performance of either Party (a “Dispute”), the aggrieved Party shall promptly notify the other Party of the Dispute within ten (10) business days after such Dispute arises. If the Parties have failed to resolve the Dispute within ten (10) business days after delivery of such notice, each Party shall, within five (5) business days thereafter, nominate a member of its management to meet to attempt to resolve the Dispute. The members of management shall meet (virtual meeting acceptable) within twenty (20) business days after their nomination.
2. If a Dispute is not settled by the preceding meeting between management, the Parties shall then submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration.
3. If a Dispute is not settled by a meeting between management or mediation, the parties will submit the dispute to an arbitration proceeding to be conducted under the auspices of the London Court of International Arbitration (“LCIA”). Both the foregoing agreement of the Parties to arbitrate any and all such claims, and the results, determination, finding, judgment and/or award rendered through such arbitration, will be final and binding on the Parties hereto and may be specifically enforced by legal proceedings.
4. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may, in its sole discretion, seek specific performance and/or injunctive relief to enforce or prevent any violations of the provisions of this Agreement.
Compliance

In performing our obligations under this agreement, we shall:

In the event of any conflict between the terms of this Agreement and any fully-executed Order Form, the Order Form will prevail.

comply with The Supply of Goods and Services Act 1983, in performing services with reasonable care and skill;
comply with the Modern Slavery Act 2015 and all other applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force and, provided we are supplied with a copy, comply with your anti-slavery policy; and
comply with the Bribery Act 2010 and all other applicable anti-bribery and anti-corruption laws, statutes and regulations from time to time in force and, provided we are supplied with a copy, comply with your anti-bribery and anti-corruption policy.

General

You agree that you have approved all Confidential Information you have supplied to us, and that we shall not be liable to you or any third party on account of your provision to us of unapproved Confidential Information.
You are responsible for approving all Outputs, and the contents of and language in such Outputs produced via the Platform. You are responsible for the use of all Outputs and marketing language once you have approved or received them, and we shall not be liable to you or any third party with respect to your use of any marketing language or Outputs.
Any failure by a Party to this Agreement to exercise or enforce any right or to enforce any obligation of the other Party will not amount to a waiver of that right and that Party will remain entitled to enforce that right.
We are an independent contractor and nothing in this Agreement shall be deemed to make us an agent, employee, partner or joint venturer of Customer. Neither Party shall have authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever.
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders, or other causes beyond the performing Party’s reasonable control (a “Force Majeure Event”). Neither Party shall be liable to the other Party for any breach of its obligations resulting from causes beyond its reasonable control except for Customer’s payment obligations, which will not be subject to this clause. The Party claiming the benefit of this Section shall give the other Party notice as soon as reasonably practicable of the Force Majeure Event; and use and continue to use its reasonable efforts to overcome the Force Majeure Event and to minimize its effects.
You agree and acknowledge that we will be entitled to use your company name and logo on our marketing materials, and we agree that upon your written request we will remove such reference to your company name and logo. You also agree that we may, with your prior written consent, prepare a case study relating to the Services we have provided to you.
Neither Party is entitled to assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior written consent (which shall not be unreasonably withheld), nor are you permitted to resell, sublicense or charge the use (in whole or in part) of the Services without our prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement to any partnership, corporation, trust, affiliate, or any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Party.
This Agreement and any applicable Order Forms constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior proposals, discussions and writings between the Parties with respect thereto. The terms and conditions of any purchase order or other instrument issued by Customer in connection with this Agreement shall not be binding on us.
The Parties agree that this Agreement cannot be altered, amended or modified, except in a writing which is signed by an authorized representative of both Parties.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereto agree to submit to the exclusive jurisdiction of the English court.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.
In the event of any conflict between the terms of this Agreement and any fully-executed Order Form, the Order Form will prevail.