This Terms of Service Agreement (the "Agreement") is entered into by and between Subscope LTD, a company registered in England and Wales ("Subscope", "we", "our", or "us"), and the entity or organisation accepting this Agreement ("Customer", "you", or "your"). Each may be referred to individually as a "Party" and collectively as the "Parties".

This Agreement is effective upon the earlier of: (a) the date Customer registers for an account on the Platform; (b) the date Customer executes an Order Form referencing this Agreement; or (c) the date Customer first accesses or uses the Services (the "Effective Date").

By registering for an account, executing an Order Form, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to this Agreement. If you do not agree to this Agreement, you must not use the Services.

"Account" means the Customer's account on the Platform, through which the Services are accessed.

"Account Data" means information provided by Customer during registration or account administration, including organisation name, billing details, and administrator contact information.

"Authorised User" means any individual who is authorised by Customer to access and use the Services under Customer's Account, including employees, contractors, and agents.

"Chrome Extension" means the Subscope browser extension for Google Chrome that provides software discovery, usage tracking, and related functionality as part of the Services.

"Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, business plans, technical data, product roadmaps, pricing, and security configurations. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

"Customer Data" means all data, content, and information that Customer or its Authorised Users submit, upload, transmit, or make accessible to the Platform in connection with the Services, including data obtained through Integrations. Customer Data includes, without limitation, invoice data, financial transaction records, email content related to subscriptions, uploaded documents, and accounting records.

"Documentation" means the user guides, help centre articles, API documentation, and other technical materials made available by Subscope describing the features, functionality, and use of the Services.

"Integrations" means connections between the Platform and Third-Party Services, including email providers (Gmail, Microsoft Outlook), banking and financial APIs, and accounting software (such as Xero and QuickBooks), that enable the Platform to access and process data on Customer's behalf.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, and any other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing, anywhere in the world.

"Invoice Parser" means the Subscope email, bank statements and other sources parsing service that analyses connected email or bank accounts to detect, classify, and extract structured data from invoices, receipts, and subscription-related communications.

"Order Form" means a mutually executed ordering document that references this Agreement and specifies the Services, Subscription Plan, fees, Subscription Term, and any other commercial terms agreed between the Parties.

"Platform" means the Subscope web application accessible at subscope.ai, the Chrome Extension, the Mail Parser, associated APIs, and any other software or tools provided by Subscope as part of the Services.

"Services" means the Platform, Documentation, and any support, professional services, or other services provided by Subscope to Customer under this Agreement or an Order Form.

"Subscription Plan" means the specific tier of Services selected by Customer, as described in Section 5 and on the pricing page at https://subscope.ai/pricing.

"Subscription Term" means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form or at the time of subscription.

"Third-Party Services" means third-party applications, platforms, products, or services that are not owned or controlled by Subscope but that may be connected to or integrated with the Platform.

2.1 Grant of Access

Subject to the terms and conditions of this Agreement and Customer's ongoing compliance therewith, Subscope grants Customera limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes, in accordance with the applicable Subscription Plan and Documentation.

2.2 Scope of Services

The Services provide corporate software subscription management capabilities, including:

• (a) Subscription Management. Tools for tracking, analysing, and optimising recurring software and service expenditures, including SaaS, PaaS, IaaS and other subscription-based payments.
• (b) Subscription Procurement. Workflow and decision-support tools to assist with evaluating, purchasing, and managing software subscriptions.
• (c) Software Management. AI-powered tools for discovering, categorising, and managing software assets across the organisation.
• (d) Chrome Extension. A browser extension that provides software discovery, usage insights, and related functionality.
• (e) Invoice Parser. An email or bank statements parsing service that connects to Customer's email accounts via OAuth or to bank APIs to identify and extract invoice and subscription data.
• (f) Integrations. Connections to banking APIs, accounting software, and other Third-Party Services to aggregate financial and subscription data.

2.3 AI-Powered Features

Certain features of the Services utilise artificial intelligence and large language model (LLM) technologies provided bythird-party AI service providers, including Anthropic and OpenAI (the "AIFeatures"). By using the AI Features, Customer instructs Subscope to process Customer Data through these providers for the purposes of invoice detection, data extraction, classification, app control and related analytics. Customer acknowledges and agrees that:

• (a) Customer Data processed through AI Features is transmitted securely and     subject to data processing agreements between Subscope and the relevant AI     service providers. Data processing policy is also applied.
• (b) AI Features may produce results that are inaccurate, incomplete, or require     human verification. Customer is solely responsible for reviewing and validating any output generated by the AI Features before relying upon it.
• (c) Subscope does not permit third-party AI service providers to use Customer     Data to train or improve their general-purpose models.
• (d) Subscope may use anonymised and aggregated data derived from Customer's     use of the AI Features to improve its own algorithms, models, and Services, in accordance with Section 8.3.

2.4 Modifications to the Services

Subscope reserves the right to modify, update, or discontinue any feature or functionality of the Services at any time. Where such changes materially reduce the functionality of a paid Subscription Plan, Subscope will provide Customer with at least thirty (30) days' prior written notice. If Customer objects to a material change, Customer may terminate the affected Subscription Plan in accordance with Section 11.3.

3.1 Account Registration

To access the Services, Customer must registerfor an Account using Google or Microsoft OAuth authentication. Customer shall: (a) provide accurate and complete registration information; (b) keep Account credentials secure at all times; and (c) promptly notify Subscope of any unauthorised access to or use of the Account.

3.2 Authorised Users

Customer may permit Authorised Users to access the Services under Customer's Account. Customer is responsible for: (a) ensuring that all Authorised Users comply with this Agreement; (b) all activity that occurs under Customer's Account, whether authorised or unauthorised; and (c) managing Authorised User permissions and access levels.

3.3 Account Administrator

Customer shall designate at least one Authorised User as an account administrator (the "Administrator") who shall have the authority to manage the Account, add or remove Authorised Users, configure Integrations, and manage billing on behalf of Customer.

4.1 Enabling Integrations

The Services enable Customer to connect Integrations with Third-Party Services, including email providers, bankingAPIs, and accounting platforms. By enabling an Integration, Customer:

• (a)  Authorises Subscope to access, retrieve, and process data from the     connected Third-Party Service on Customer's behalf and solely to the extent necessary to provide the Services.
• (b)  Represents and warrants that Customer has all necessary rights, permissions, and authorisations to grant Subscope such access, including any consents required from Authorised Users whose data may be processed.
• (c)  Acknowledges that Subscope's access to Third-Party Services is limited to the OAuth scopes or API permissions granted by Customer, and that Subscope will use the minimum permissions necessary to deliver the Services.

4.2 Email Integrations

Where Customer connects an email account (Gmail or Microsoft Outlook) via OAuth:

• (a)  Subscope accesses email data using read-only OAuth scopes limited to     identifying and extracting invoice-related and subscription-related     communications.
• (b)  Subscope does not read, store, or process the full contents of Customer's     inbox. Only emails identified as relevant to subscription and invoice management are processed.
• (c)  Customer may revoke email access at any time through the Platform or by     revoking OAuth permissions directly with the email provider.

4.3 Financial and Accounting Integrations

Where Customer connects banking APIs (such as Open Banking-compliant providers) or accounting software (such as Xero or QuickBooks):

• (a)  Subscope accesses financial data solely for the purpose of identifying,     categorising, and analysing subscription-related transactions and     invoices.
• (b)  Subscope does not initiate payments, transfer funds, or modify financial     records on Customer's behalf.
• (c)  Customer is responsible for ensuring that its use of financial Integrations complies with the terms and conditions of the relevant Third-Party Service providers.

4.4 Third-Party Service Disclaimer

Customer acknowledges and agrees that Third-Party Services are not owned or controlled by Subscope. Subscope does not endorse and is not responsible or liable for any aspect of Third-PartyServices, including their availability, accuracy, data handling practices, orsecurity. Customer's use of Third-Party Services is governed solely by theterms and policies of the relevant third-party provider. Subscope may cease supporting any Integration at any time, with reasonable notice wherepracticable.

5.1 Subscription Plans

Subscope offers the following Subscription Plans, as further described on the pricing page at https://subscope.ai/pricing:

(a) Startup (Free Plan). A limited, free-of-charge plan designed for early-stage or small companies and evaluation purposes. The Startup plan is subject to the following restrictions:

• Limited feature set, as specified on the pricing page.
• Data processing and storage caps, as specified on the pricing page.
• No service level commitment (the SLA described in Section 6 does not apply).
• No guaranteed support response times.
• Subscope reserves the right to modify, limit, or discontinue the Startup plan at any time, with or without notice. Data entered during use of the Startup plan may be permanently lost if Customer does not upgrade to a paid plan or export such data before the free plan is modified or discontinued.

(b) SME Plan. A paid plan priced at £39 per month, billed annually. The SME plan includes the features and limits specified on the pricing page and is subject to the SLA described in Section 6.

(c) Inc. Plan. An enterprise plan with custom pricing, features, and terms as set forth in amutually executed Order Form. The Inc. plan is subject to the SLA described in Section 6, unless the Order Form specifies different service levels.

5.2 Fees and Payment

• (a) Fees for paid Subscription Plans are as set forth on the pricing page or in the     applicable Order Form.
• (b) SME plan subscriptions are billed annually in advance. Payment is processed by     Stripe, Inc. Customer authorises Subscope (through Stripe) to charge the     designated payment method for all applicable fees.
• (c) Inc. plan fees and payment terms are as specified in the applicable Order Form.
• (d) All fees are exclusive of applicable taxes (including VAT, sales tax, and     withholding tax). Customer is responsible for all applicable taxes, except for taxes based on Subscope's net income.
• (e)  Subscope may change the fees for any Subscription Plan upon thirty (30) days' prior written notice. Fee changes will take effect at the start of the next Subscription Term.

5.3 Non-Refundable Fees

All fees paid under this Agreement are non-refundable, except as expressly provided in Section 11.3 (Termination for Cause) or as required by applicable law.

5.4 Late Payments

Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the date payment was due until the date of actual payment. Subscope may suspend access to the Services if any fees remain unpaid for more than fifteen (15) days after the due date, upon five (5) days' prior written notice to Customer.

6.1 Uptime Commitment

Subscope shall use commercially reasonable efforts to make the Platform available with a monthly uptime percentage of atleast 99.5% (the "Uptime Commitment"). The UptimeCommitment applies only to paid Subscription Plans (SME and Inc.) and does not apply to the Startup (Free) plan.

6.2 Uptime Calculation

"Uptime Percentage" is calculated as follows:

Uptime Percentage = ((Total Minutes in Calendar Month − Downtime Minutes) / Total Minutes in Calendar Month) × 100

"Downtime" means any period during which the Platform is materially unavailable to Customer, excluding Excluded Downtime.

6.3 Excluded Downtime

The following are excluded from Downtime calculations:

• (a)  Scheduled maintenance, provided Subscope gives at least twenty-four (24)     hours' advance notice via email or in-platform notification.
• (b)  Unavailability caused by factors outside Subscope's reasonable control,     including force majeure events, Internet connectivity issues, and failures of Third-Party Services.
• (c)  Unavailability resulting from Customer's actions, equipment, software, or     network connections.
• (d)  Unavailability during emergency maintenance required to address security     vulnerabilities or critical system issues.

6.4 Service Credits

If Subscope fails to meet the Uptime Commitment in any calendar month, Customer may request a service credit asfollows:

Monthly Uptime Percentage

Service Credit (% of monthly fee)

99.0% –  99.49% (5%)

95.0% –  98.99% (10%)

Below  95.0% (25%)

Service credits must be requested in writing within thirty (30) days of the end of the affected month. Service credits are applied against future invoices and are not redeemable for cash. Service credits are Customer's sole and exclusive remedy for failure to meet the Uptime Commitment.

7.1 Support Availability

Subscope shall provide technical support to Customers on paid Subscription Plans via email and in-platform channels during standard business hours (Monday to Friday, 09:00–18:00 GMT, excluding UK public holidays). Inc. plan Customers may be entitled to enhanced support levels as specified in the applicable Order Form.

7.2 Free Plan Support

Customers on the Startup (Free) plan have access to self-service support resources, including Documentation and helpcentre articles. Subscope does not guarantee response times or provide dedicated support for the Startup plan.

8.1 Ownership

As between the Parties, Customer retains allright, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Subscope.

8.2 Licence to Process

Customer grants Subscope a non-exclusive, worldwide, royalty-free licence to access, use, process, transmit, and store Customer Data solely to the extent necessary to: (a) provide the Services; (b) perform Subscope's obligations under this Agreement; (c) comply with applicable law; and (d) as otherwise permitted under this Agreement. This licence terminates upon expiration or termination of this Agreement, subject to the data retention provisions in Section 8.5.

8.3 Anonymised and Aggregated Data

Subscope may derive anonymised and aggregated data from Customer Data and from Customer's or Authorised Users' interaction with the Services, including usage statistics, metadata, and performance data ("Analytics Data"). Analytics Data is permanently stripped of any information that could identify Customer, any Authorised User, or any natural person. Customer acknowledges and agrees that Analytics Data is not Customer Data and that Subscope may use Analytics Data for any lawful purpose, including to improve the Services, develop new features, train and improve Subscope's machine learning models and algorithms, conduct research, generate benchmarks, and produce aggregate industry reports.

8.4 Data Processing

To the extent that Customer Data contains personal data (as defined by the UK General Data Protection Regulation and the Data Protection Act 2018), the Parties agree that Customer is the data controller and Subscope is the data processor. The terms of data processing are set forth in Subscope's Data Processing Agreement (DPA), which is available upon request and is incorporated into and forms part of this Agreement. Customer represents and warrants that it has provided all appropriate notices and obtained all necessary consents to share personal data with Subscope and to permit Subscope to process such personal data in accordance with this Agreement and the DPA.

8.5 Data Retention and Deletion

Upon expiration or termination of this Agreement, Subscope shall retain Customer Data for a period of ninety (90) days("Retention Period"), during which Customer may request export of its Customer Data in a machine-readable format. After the Retention Period, Subscope shall permanently delete Customer Data from its systems, except to the extent that retention is required by applicable law or regulation.

8.6 Data Security

Subscope shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, destruction, or alteration, in accordance with industry standards. These measures are described in greater detail in Subscope's Privacy Policy.

9.1 Subscope Intellectual Property

The Services, including the Platform, Chrome Extension, Invoice Parser, Documentation, AI Features, all underlying technology, algorithms, models, software, user interfaces, designs, trademarks, and all improvements and derivative works thereof, are and shall remain the sole and exclusive property of Subscope and its licensors. This Agreement does not convey to Customer any ownership interest in or to the Services, and no rights are granted except as expressly set forth herein.

9.2 Feedback

If Customer or any Authorised User provides suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services ("Feedback"), Customer hereby grants Subscope a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive licence to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without obligationor compensation to Customer.

9.3 Customer Trademarks

Customer grants Subscope a limited, non-exclusive, royalty-free licence to use Customer's name and logo solely for the purpose of identifying Customer as a Subscope customer on Subscope's website and marketing materials, unless Customer opts out in writing.

Customer shall not, and shall not permit any Authorised User or third party to, directly or indirectly:

• (a) Copy, modify, adapt, translate, or create derivative works of any part of the     Services.
• (b) Sell, resell, licence, sublicence, distribute, rent, lease, time-share, or otherwise make the Services available to any third party, or use the Services in a service bureau, outsourcing, or managed services arrangement.
• (c) Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to     derive the source code, underlying algorithms, or architecture of the Services.
• (d) Access the Services for the purpose of building a competitive product or     service, or for competitive intelligence, benchmarking, or comparison purposes.
• (e) Remove, alter, or obscure any proprietary notices, trademarks, or branding on or within the Services.
• (f) Use the Services in any manner that violates applicable law, regulation, or third-party rights, including intellectual property rights and data protection laws.
• (g) Transmit any malicious code, viruses, worms, Trojan horses, or other harmful material through or to the Services.
• (h) Use any automated means (including bots, scrapers, or crawlers) to access or     interact with the Services, except through the APIs and Integrations provided by Subscope in accordance with the Documentation.
• (i) Circumvent, disable, or interfere with any security, authentication, or access control features of the Services.
• (j) Disclose the results of any performance or security testing of the Services to any third party without Subscope's prior written consent.‍
• (k) Exceed the usage limits or restrictions associated with the applicable Subscription Plan.

11.1 Subscription Term

• (a)  Free Plan. The Startup (Free) plan continues until terminated by either Party at any time, for any reason, upon written notice.
• (b)  Paid Plans. The initial Subscription Term for paid plans is as specified on the pricing page or in the applicable Order Form. Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, paid subscriptions shall automatically renew for successive periods equal in length to the initial Subscription Term, at the then-current fees.

11.2 Termination for Convenience

• (a)  Customer on a free plan may terminate at any time by deleting its Account or by providing written notice to Subscope.
• (b)  Neither Party may terminate a paid subscription for convenience during the     Subscription Term, except as provided in Section 2.4 (Modifications to the     Services) or Section 11.3 (Termination for Cause).

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

• (a) The other Party commits a material breach of this Agreement and fails to cure     such breach within thirty (30) days of receiving written notice specifying the breach.
• (b) The other Party becomes insolvent, enters administration or liquidation, makes     an assignment for the benefit of creditors, or is subject to any similar proceeding under applicable law.

If Subscope terminates this Agreement due to Customer's breach, Customer shall pay all fees due for the remainder of the then-current Subscription Term. If Customer terminates this Agreement due to Subscope's uncured material breach, Subscope shall refund Customer a pro-rataportion of prepaid fees attributable to the unused portion of the Subscription Term.

11.4 Effect of Termination

Upon expiration or termination of this Agreement:

• (a)  Customer's and all Authorised Users' access to the Services shall immediately cease.
• (b)  Customer shall cease all use of the Services, including the Chrome Extension and any APIs.
• (c)  Subscope shall retain Customer Data for the Retention Period specified in     Section 8.5 and thereafter permanently delete it.
• (d)  Sections that by their nature should survive termination shall survive, including Sections 1, 8.1, 8.3, 8.5, 9, 12, 13, 14, 15, 16, and 17.

12.1 Obligations

Each Party shall: (a) maintain the otherParty's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party, except to its employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement.

12.2 Exceptions

The confidentiality obligations in Section 12.1 do not apply to the extent that disclosure is required by applicable law, regulation, or court order, provided that the disclosing Party (to the extentlegally permitted) gives the other Party prompt written notice and cooperates in seeking a protective order or other appropriate remedy.

12.3 Survival

The obligations under this Section 12 shall survive expiration or termination of this Agreement for a period of three (3)years.

13.1 Mutual Representations

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance under this Agreement will not violate any applicable law or breach any agreement with a third party.

13.2 Subscope Warranties

Subscope represents and warrants that:

• (a) The Services will perform materially in accordance with the Documentation     during the Subscription Term.
• (b) Subscope will provide the Services using reasonable skill and care, in     accordance with generally accepted industry standards.
• (c) Subscope will implement and maintain appropriate security measures to protect Customer Data, as described in Section 8.6.

13.3 Customer Warranties

Customer represents and warrants that:

• (a) Customer has all necessary rights, permissions, and authorisations to provide     Customer Data to Subscope and to enable the Integrations described in Section 4.
• (b) Customer's use of the Services will comply with all applicable laws and     regulations, including data protection laws.
• (c) Customer has provided all required notices to, and obtained all required     consents from, Authorised Users and any other individuals whose personal data may be processed through the Services.

13.4 Disclaimer

EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SUBSCOPE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUBSCOPE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. SUBSCOPE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, ORRELIABILITY OF ANY OUTPUT GENERATED BY THE AI FEATURES.

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 12 (CONFIDENTIALITY) OR CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SUBSCOPE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE STARTUP (FREE) PLAN, SUBSCOPE'S TOTALLIABILITY SHALL NOT EXCEED ONE HUNDRED POUNDS STERLING (£100).

14.3 Exceptions

Nothing in this Agreement shall exclude or limit either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.

15.1 By Subscope

Subscope shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Subscope and used in accordance with this Agreement, infringe any third party's Intellectual Property Rights, and shall pay any damages finally awarded or agreed in settlement. Subscope's obligations under this Section do not apply to claims arising from: (a) Customer Data; (b) modifications to the Services not made or authorised by Subscope; (c) use of the Services in combination with products or services not provided by Subscope; or (d) use of the Services in violation of this Agreement. If the Services become, or in Subscope's reasonable opinion are likely to become, the subject of an infringement claim, Subscope may, at its option: (i) obtain the right for Customer to continue using the Services; (ii) modify or replace the Services to make them non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected Services and refund any prepaid fees attributable to the unused portion of the Subscription Term.

15.2 By Customer

Customer shall defend, indemnify, and hold harmless Subscope from and against any third-party claim arising from or related to: (a) Customer Data or Customer's use of the Services in violation of this Agreement or applicable law; (b) Customer's breach of its representations and warranties in Section 13.3; or (c) any dispute between Customer and a third-party related to Customer's Integrations or Third-Party Services.

15.3 Indemnification Procedure

The indemnifying Party's obligations are conditioned on: (a) the indemnified Party providing prompt written notice of the claim; (b) the indemnified Party granting the indemnifying Party sole control of the defence and settlement; and (c) the indemnified Party providing reasonable cooperation at the indemnifying Party's expense.

16.1 Governing Law

• (a) If Customer is located in the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
• (b) If Customer is located outside the United States, this Agreement shall be     governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16.2 Dispute Resolution

Before initiating any formal legal proceedings, the Parties shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation between senior representatives of each Party for a period of at least thirty (30) days.

17.1 Entire Agreement

This Agreement, together with any Order Forms and the DPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail to the extent of the conflict.

17.2 Amendments

Subscope may update this Agreement from time to time. If Subscope makes material changes, it will provide Customer with at least thirty (30) days' notice via email or in-platform notification. Customer's continued use of the Services after the effective date of such changes constitutes acceptance of the updated Agreement. If Customer does not agree to the updated terms, Customer may terminate this Agreement in accordance with Section 11.

17.3 Assignment

Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without Subscope's prior written consent. Subscope may assign this Agreement to an affiliate or inconnection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Customer. Any attempted assignment inviolation of this Section is void.

17.4 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any provision or breach shall not constitute a waiver of any other provision or any subsequent breach.

17.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, Internet disruptions, or failures of third-party infrastructure providers.

17.7 Notices

All notices under this Agreement shall be inwriting and sent to the email address associated with Customer's Account (for notices to Customer) or to legal@subscope.ai (for notices to Subscope). Notices are deemed delivered upon confirmed receipt.

17.8 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

17.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and does not confer any rights or remedies upon any third party, except as expressly provided in Section 15 (Indemnification).

17.10 Export Compliance

Customers hall comply with all applicable export control laws and regulations, including those of the United Kingdom and the United States, in its use of the Services. Customer shall not access or use the Services from any country or territory subject to comprehensive sanctions.

For questions about this Agreement, please contact:

Subscope LTD

Email: legal@subscope.ai

Website: https://subscope.ai