Subscription Services Terms and Conditions (US)

Schedule [X] Subscription Services Terms and Conditions

This Schedule (including the Order Form and the terms and conditions below) supplements the General Terms and Conditions available at [www.pretzl.com/policies/terms-and-conditions] (the "General Terms"). This Schedule and the General Terms together form the Agreement between the Agency and the Client. In the event of a conflict between this Schedule and the General Terms, the terms of this Schedule shall prevail, except as expressly stated otherwise. Capitalised terms not defined in this Schedule have the meaning given in the General Terms.

TERMS AND CONDITIONS

Interpretation
1. The definitions and rules of interpretation in the General Terms apply to this Schedule. Capitalised terms used in this Schedule but not defined here have the meanings given in the General Terms. The additional defined terms in this clause apply for the purposes of this Schedule only.
  Additional Fees: any additional fees to be paid by the Client to the Agency for use of the Subscription Service outside of the Subscription Level.
  AI Features: certain features and functions of the Platform which use machine learning, predictive AI or generative AI technologies to generate AI Output;
  AI Output: information and materials output by AI Features in response to Authorised User input;
  Applicable Laws: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; (b) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Agency is subject; and (c) to the extent the US data protection laws apply, the CCPA/CPRA, and any other applicable federal, state, or local laws relating to data protection and privacy in the United States.
  Applicable Data Protection Laws: (a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Agency is subject, which relates to the protection of personal data; and (c) to the extent the CCPA/CPRA or any other US data protection laws apply, the laws of the State of California and any other applicable federal, state or local laws that relate to the protection of personal data in the United States.
  Authorised Client Entities: those Affiliates of the Client which are named as Authorised Client Entities on the Order Form;
  Authorised Users: those officers, employees, agents and independent contractors of the Client and each other Authorised Client Entity who are authorised by the Client to use the Services and the Platform Content;
  Business Day: a day other than a Saturday, Sunday or public holiday in England or the US (as applicable), when commercial banks in London or New York City (as applicable) are open for business;
  CCPA/CPRA: the California Consumer Privacy Act of 2018 (Cal. Civ. Code §§ 1798.100 et seq.) and the California Privacy Rights Act of 2020;
  Commodity Subcontractors: direct or indirect subcontractors of the Agency who: (1) are hyperscaler cloud providers, Third Party Model Providers, or who otherwise provide standardised services on non-negotiable standard terms; or (2) provide services to the Agency for multiple Clients of the Agency under the same contract or set of terms;
  Client: the person or entity which is named as “Client” on the Order Form;
  Client Data: has the meaning given in the General Terms. For the Subscription Services, Client Data includes: (i) information uploaded to the Platform by or on behalf of the Client or the Authorised Client Entities; and (ii) AI Output generated for the Client through the Platform. These items are subsets of Client Data and do not modify the definition set out in the General Terms.
  Client Personal Data: any personal data which the Agency processes in connection with this Schedule, in the capacity of a processor on behalf of the Client.
  Documentation: any user documentation for the Subscription Service, as provided by the Agency and as updated by the Agency from time to time;
  Effective Date: the effective date set out in the Order Form;
  EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
  Fee: any amount payable to the Agency by the Client as detailed in the Order Form and including the Licence Fee and any Additional Fees;
  Initial Licence Term: the initial term of the Subscription Service beginning on the Effective Date as set out in the Order Form;
  Licence Fees: the fees payable by the Client to the Agency for the Subscription Service, as detailed in the Order Form;
  Licence Term: is the Initial Licence Term together with any subsequent Renewal Periods;
  Malware: a computer program (in any form) or a device, which is designed to cause, or is deployed for the purpose of causing, or actually has the effect of causing, damage or mischief to any computer or its owner or operator or any third party, or to suborn or bypass its security, or to retard or degrade its performance, or to facilitate criminal acts or acts of industrial espionage, digital vandalism or “hacktivism”;
  Normal Business Hours: [9:00 am] to [5:00 pm] local time in the Agency’s principal place of business, each Business Day;
  Order Form: means the order form to which these terms are attached;
  Platform: the platform developed and/or operated by the Agency (as applicable), and made available as part of the Subscription Service;
  Platform Content: the content (other than Client Data) made available to the Client via the Platform;
  Renewal Period: unless otherwise stated in the Order Form, the period of 12 months commencing on (i) the expiry of the Initial Licence Term and (ii) each anniversary of the expiry of the Initial Licence Term;
  Services: the Subscription Services and/or any other services further detailed in the Order Form;
  Special Terms: any special terms specified as such in the Order Form;
  Subscription Service: the subscription to the Platform provided by the Agency to the Client as specified in the Order Form and more particularly described in the Documentation;
  Agency: the company which is named as “Agency” on the Order Form
  Agency Personal Data: any personal data which the Agency processes in connection with this Schedule, in the capacity of a controller.
  Support Services: the Agency’s level of support for the Subscription Services as specified in the Agency’s support policy as amended and updated from time to time;
  Third Party IP Claim: has the meaning given to it in clause 13.2;
  Third Party Model Provider: has the meaning given to it in clause 10.6;
  UK GDPR: has the meaning given to it in the Data Protection Act 2018; and
  Use: (i) in respect of the Platform, only those acts of connecting to it, logging in to it, accessing it and interacting with it as are consistent with its ordinary intended usage as described in the Documentation; and (ii) in respect of the Platform Content, only the acts of downloading them, creating a reasonable number of copies of them, combining reasonable extracts from them with other material to create combined works, and distributing those copies and/or combined works within the internal organisation of the Client and/or a relevant Authorised Client Entity, and in each and all cases solely for the internal business purposes of the Client and/or the Authorised Client Entities.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this Schedule.
Services
1. The Agency shall provide the Services to the Client on and subject to the Agreement.
Subscription services
1. The Agency grants to the Client a non-exclusive, non-transferable, revocable right to permit Authorised Users to Use the Platform and the Platform Content from the Effective Date during the Licence Term, as further described in the Order Form and subject to the Agreement.
2. The Client will procure that each Authorised User’s access credentials for the Platform are kept secret, and shall treat such credentials as the Confidential Information of the Agency.
3. The Client shall not access, store, distribute or transmit any Malware during the course of its use of the Platform.
4. The Client shall ensure that each Authorised User complies with the terms of the Platform’s acceptable use policy.
5. The Client shall not, and shall procure that no Authorised User will, access, store, distribute or transmit any material during the course of its use of the Platform and/or Subscription Service:
  1. that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive;
  2. that facilitates illegal activity;
  3. that is sexually explicit;
  4. that promotes violence; or
  5. in a manner that is otherwise illegal or causes damage or injury to any person or property, and the Agency reserves the right, without liability or prejudice to its other rights, to immediately suspend or terminate the Client's and/or any or all of the Authorised Users’ right to Use and receive the Services if the Client breaches the provisions of clauses 3.2 to 3.5 inclusive.
6. As a particular condition to Use of the Subscription Services, the Client shall not and shall not attempt to (and shall procure that no Authorised Client Entity or Authorised User shall or shall attempt to):
  1. except to the extent expressly permitted by this Schedule or any applicable law which is incapable of exclusion by agreement between the parties (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (including all or any portion of the software that operates the Platform) and/or the Platform Content in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software that operates the Platform, including its associated configurations, file formats and data structures; or
  2. access all or any part of the Platform, the Documentation and/or Platform Content in order to build a product or service which competes with the Services; or
  3. resell access to the Platform or the Platform Content, or use the Platform and/or Platform Content in any provision of services to third parties by way of an outsourced service, service bureau or similar arrangement; or
  4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Platform Content available to any third party except the Authorised Users, or
  5. obtain, or assist third parties in obtaining, access to the Platform and/or Platform Content, other than to Authorised Users.
7. The Client shall, and shall procure that each relevant Authorised Client Entity shall, use all reasonable endeavours to prevent any unauthorised access to, or Use of, the Platform and/or the Platform Content and, in the event of any such unauthorised access or use, promptly notify the Agency.
8. The Agency shall use reasonable endeavours to make the Subscription Service available for Use in accordance with this Schedule, subject to:
  1. planned maintenance which the Agency may carry out outside of Normal Business Hours; and
  2. unscheduled maintenance.
  3. The Client’s sole and exclusive remedy in respect of this clause 3.9 shall be to receive the Support Services.
9. The Agency:
  1. does not warrant that the Client's use of the Subscription Service will be uninterrupted or error-free; or that the Subscription Service and/or Platform Content will meet the Client's requirements; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities outside of its reasonable ability to control, including the Internet and Commodity Subcontractors, and the Client acknowledges that the Subscription Service may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
10. The Client acknowledges and agrees that, notwithstanding anything to the contrary in the Documentation, it is inherent to the nature of the Subscription Services that the particular range of features, functions and Platform Content available to the Client during the Licence Term may vary from time to time as the Subscription Services evolve and as different data sources become or cease to be available. The availability or not of any particular features, functions or Platform Content will not be a breach of this Schedule by the Agency.
Third party links
1. The Client acknowledges that the Platform and/or the Platform Content may enable it to access content from, correspond with, and purchase products and services from, third parties via third-party websites or other services and that it does so solely at its own risk. The Agency shall have no liability or obligation whatsoever in relation to such content, correspondence or products and services, or any transactions completed, and any contract entered into, by the Client with any such third party.
Other services
1. Subject to clause 5.2, the Agency shall provide the Services other than the Subscription Services with reasonable skill and care and in accordance with generally accepted industry standards.
2. Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of such Services contrary to the Agency’s instructions, or modification or alteration of such Services by any party other than the Agency or the Agency’s duly authorised contractors or agents or if such non-conformance is as a result of the Client providing incorrect information to the Agency.
3. If any such Services do not conform with clause 5.1, the Agency will, subject to clause 5.2, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance subject to the Client notifying the Agency of any non-conformance within 90 days from the performance of the relevant Services, and such correction or substitution will be the Client's sole and exclusive remedy for any such breach of clause 5.1.
4. This Schedule and the General Terms shall not prevent the Agency from entering into similar agreements with third parties, or from independently developing, using, selling or licensing the Platform Content, or products and/or services which are similar to those provided under this Schedule.
Client's obligations
1. The Client shall:
  1. provide the Agency with (i) all necessary co-operation in relation to this Schedule; and (ii) all necessary information as may be required by the Agency in order to provide the Services;
  2. comply with, and procure that each Authorised User complies with, all applicable laws and regulations with respect to its activities under this Schedule;
  3. carry out all other Client responsibilities set out in this Schedule in a timely and efficient manner;
  4. ensure that the Authorised Users use the Platform and the Platform Content in accordance with the terms and conditions of this Schedule and any other reasonable instructions given by the Agency to the Client, and shall be responsible for any Authorised User's breach;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for its Use of the Subscription Services and receipt of the other Services;
  6. ensure that its network and systems comply with the relevant specifications provided by the Agency from time to time; and
  7. be solely responsible for procuring and maintaining its network connections and telecommunications links, and all problems, conditions, delays, delivery failures and for all other loss or damage arising from or relating to the Client's network connections or telecommunications links.
2. The Client’s failure to comply with or delay in complying with its obligations under this Schedule may result in the Agency adjusting any agreed timetable or delivery schedule as reasonably necessary, and charging additional Fees to the Client to recover any reasonable increased costs it incurs as a result of such failure or delay.
Fees
1. Fees, invoicing and payment shall be as set out in the Order Form and otherwise governed by the General Terms.
Client data
1. Nothing in this Schedule will have the effect of transferring or assigning any of the Client’s intellectual property rights in the Client Data to the Agency. As between the Agency and the Client, the Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
2. The Client acknowledges and agrees that the Subscription Service is not a zero-knowledge service, that the Agency’s security measures may not be impregnable, and that the Subscription Service is not designed to be used as a repository of highly confidential materials. The Client therefore agrees that it will not upload to the Subscription Service any Client Data which would be likely cause significant harm to the business of the Client, its Affiliates or its or their respective Clients or Agencys if it were to be disclosed, and acknowledges that the Agency limits its liability in respect of disclosures of Client Data accordingly, in the manner set out in clause 14.
3. While the Agency may, in the course of its own internal processes, incidentally take backups of the Client Data, the Client acknowledges and agrees that the Subscription Service is not a backup or disaster recovery service, and is not designed to hold the only copy of any Client Data, and that the Agency therefore excludes any liability for loss of or damage to Client Data.
Data protection
1. In the event of any inconsistency between this Schedule and the General Terms in relation to data protection, the General Terms shall prevail. Any data processing addendum agreed between the parties shall prevail over both the General Terms and this Schedule.
Artificial Intelligence
1. AI Features. The Subscription Services may include certain AI Features via the Platform. This clause 10 applies where and to the extent that is the case.
2. No reliance on AI Output. The Client acknowledges that the technologies underlying the AI Features rely on patterns and statistical correlations, and that the Agency does not and cannot guarantee that any information contained in AI Output is accurate, complete or up-to-date. Consequently, it is the Client’s responsibility to examine and verify AI Output for itself, and the Agency shall have no liability whatsoever arising out of or in connection with any reliance placed on AI Output.
3. Ownership of AI Output. The Agency does not assert any proprietary right in any AI Output. To the extent any proprietary rights may subsist in any AI Output, then as between the Agency and the Client, those rights vest in the Client and, if and to the extent they may vest in the Agency by operation of law, the Agency hereby assigns them to the Client absolutely. The Client nonetheless acknowledges that the AI Features may produce similar or even identical AI Output for multiple Clients, and the Client does not gain any rights in AI Output produced for other Clients.
4. Acceptable Use of AI Features. Features. In addition to its obligations in clause 3, which also apply to AI Features, the Client shall not and shall not attempt to (and shall procure that no Authorised Client Entity or Authorised User shall or shall attempt to) use AI Features: (i) as the final decision maker for any decision which has legal or similarly significant effects on any natural person or which risks harm to the health, safety or fundamental rights of any natural person; (ii) in any way that is prohibited by applicable law, including (where applicable) for any prohibited practice under Regulation (EU) 2024/1689 (the “AI Act”) in the European Union, any equivalent state or federal AI legislation in the United States, or any other applicable AI legislation; (iii) to categorise or discriminate against any natural person on the basis of any actual or inferred characteristic which is protected by law from such categorisation or discrimination; (iv) for processing any personal data in breach of Applicable Data Protection Laws; or (v) in breach of any additional terms of use which may be applicable to such AI Features.
5. Compliance. As between the Agency and the Client, the Client is solely responsible for all required disclosures to natural persons affected by use of AI Features. Where and to the extent the AI Act, any applicable equivalent AI legislation in the United States, or any other applicable equivalent AI legislation applies, the Agency shall take appropriate and necessary measures to ensure that its personnel involved in the provision of AI Features, and the Client shall take appropriate and necessary measures to ensure that its Authorised Users involved in the Use of AI Features, each have a sufficient level of ‘AI literacy as required by the AI Act, any applicable equivalent AI legislation in the United States, or any other applicable equivalent AI legislation.
6. Third party model providers. providers. Certain AI Features may use models or AI services provided by certain third parties (“Third Party Model Providers”). The Agency instructs each Third Party Model Provider to discard Client Data after processing and not to use it for other purposes, according to the facilities and functions provided by the Third Party Model Provider for that purpose. However, the Agency does not control the Third Party Model Providers and shall not be liable for the acts or omissions of any Third Party Model Provider contrary to such instructions.
Proprietary rights
1. The Client acknowledges and agrees that, as between the Agency and the Client, the Agency and/or its licensors own all intellectual property rights in the Platform and the Platform Content. Except as expressly stated herein, this Schedule does not grant the Client any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Platform or the Platform Content.
2. The Client grants the Agency a non-exclusive, royalty-free licence for the Licence Term to use the Client’s name and/or logo in applying the Client’s branding to the Services and, with the Client’s prior consent (not to be unreasonably withheld) as part of its credentials documentation. Where the Agency makes use of the Client’s name or logo in its credentials documentation, it will not do so in a manner likely to damage or invalidate the Client’s rights in such name or logo, or to bring it into disrepute.
Confidentiality
1. The confidentiality provisions in the General Terms apply. For the avoidance of doubt, all Client Data and non-public elements of the Platform and Platform Content are Confidential Information.
Indemnity
1. Indemnities and indemnity procedures are governed by the General Terms. The indemnifying party’s notice, conduct and co-operation requirements in the General Terms apply to any indemnity under this Schedule.
2. In addition to the indemnities in the General Terms, the Agency will defend the Client against any third-party claim in the United Kingdom or the United States (as the case may be) alleging that the Platform or Platform Content (excluding AI Outputs and misuse contrary to the Documentation) infringes a copyright, trade mark or database right, and will pay damages finally awarded or amounts agreed in settlement, provided the Client complies with the indemnity procedures in the General Terms.
3. The Agency shall have no liability to the extent the claim arises from (a) Client modifications, (b) use contrary to instructions, (c) combination with non-Agency products where the infringement would have been avoided absent such combination, or (d) continued use after notice of an alleged infringement. For the avoidance of doubt, AI Outputs are excluded.
4. The remedies for any such claim shall be, at Agency’s option: (i) procured rights to continue use; or (ii) modification to avoid infringement; or (iii) termination of the affected Services with a pro-rata refund of prepaid Fees. These remedies are the sole and exclusive remedies for the specific claim, and operate within the liability cap set out in the General Terms.
Limitation of liability
1. The General Terms' limitation and exclusion of liability applies to the Services under this Schedule, including the aggregate cap and all exclusions.
2. Subject to the General Terms, the Client acknowledges that the Subscription Service, any AI Outputs and the Platform Content are provided “as is”; the Client is responsible for verifying outputs and for conclusions drawn from their use. For clarity, the General Terms may already provide that the Agency shall have no liability for damage caused by errors or omissions in information, instructions or scripts provided by the Client, or actions taken at the Client’s direction.
3. Any product-specific remedies in this Schedule apply within, and do not increase, the cap set out in the General Terms.
Term and termination
1. The Licence Term for the Subscription Services is as set out in the Order Form, compromising the Initial Licence Term and any Renewal Periods.
2. This Schedule commences on the Effective Date. Unless terminated earlier in accordance with the Agreement and subject to clause 15.3, this Schedule continues for the Initial Licence Term and automatically renews for successive Renewal Periods at the end of the Initial Licence Term and at the end of each Renewal Period. Either party may give written notice to the other to terminate this Schedule effective at the end of the Initial Licence Term or the then-current Renewal Period, provided such notice is given: (a) at any time during the Initial Licence Term for termination at the end of the Initial Licence Term; or (b) not less than 60 days prior to the end of the then-current Renewal Period for termination at the end of that Renewal Period. For the avoidance of doubt, any termination for convenience (howsoever described) under the General Terms does not apply to this Schedule and may not be exercised to terminate the Subscription Services.
3. The General Terms govern the parties’ rights to terminate this Schedule for cause, including for material breach, non-payment, or insolvency, and any right to suspend the Subscription Services for non-payment or breach. Except as expressly provided in this clause 1.2, no other termination rights under the General Terms apply to this Schedule.
4. On termination or expiry of this Schedule for any reason: (a) the Customer shall pay the Supplier all Fees due and payable up to the effective date of termination, together with any amounts that become due under this Schedule as a result of such termination; (b) all licences granted under this Schedule shall immediately terminate; (c) the Supplier shall destroy or otherwise dispose of any Customer Data in its possession in accordance with this Schedule and the General Terms; and (d) the parties’ rights, remedies, obligations and liabilities that have accrued up to the effective date of termination, including the right to claim damages for any breach existing at or before that date, shall not be affected.

Subscription Services Terms and Conditions (US)

TERMS AND CONDITIONS

Interpretation

Services

Subscription services

Third party links

Other services

Client's obligations

Fees

Client data

Data protection

Artificial Intelligence

Proprietary rights

Confidentiality

Indemnity

Limitation of liability

Term and termination