Master Subscription Agreement

Verisum Ltd

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This Master Subscription Agreement ("Agreement") is between Verisum Ltd, a company incorporated in England and Wales (company number 16946194), registered office Fyning Hill Cottage, Rogate, Petersfield, England, GU31 5EB ("Verisum", "we", "us"), and the individual or entity that accepts it ("Customer", "you").

Acceptance. By clicking "I agree" (or a similar control), creating an account, or otherwise accessing or using the Services, you agree to this Agreement. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation, and "Customer" refers to that organisation. If you do not agree, do not use the Services.

1. Definitions

• "Services" means the Verisum AI-governance platform made available at app.verisum.org and related sites, including the Explorer, Core, Assure and Verify offerings and any features within them.
• "Order" means an online or written subscription selection specifying the plan, term and fees.
• "Subscription Term" means the period for which the Customer has subscribed.
• "Customer Data" means data, content and materials submitted by or on behalf of the Customer to the Services.
• "DPA" means the Data Processing Agreement between the parties, incorporated by reference.
• "AUP" means Verisum's Acceptable Use Policy, published at verisum.org/acceptable-use.
• "Documentation" means Verisum's then-current published user documentation for the Services.

2. The Services and subscription grant

2.1 Subject to this Agreement and payment of applicable Fees, Verisum grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for the Customer's internal business purposes, in accordance with the plan purchased and any applicable usage limits.

2.2 Plans. The Services are offered in tiers, currently: Explorer (free), Core, Assure and Verify (enterprise/custom). Features and usage limits vary by tier as described in the Documentation and on verisum.org/pricing. Verisum may change the composition of tiers on reasonable notice; changes will not materially reduce the Services for a paid tier during a paid Subscription Term.

2.3 Explorer / free tier. Free-tier access is provided "as is", may be modified or discontinued at any time, and is subject to the disclaimers in clause 9.

3. Fees and payment

3.1 Fees. The Customer shall pay the fees for the applicable plan ("Fees"). Current list prices are £129/month (Core) and £499/month (Assure), with Verify priced on a custom basis; annual billing attracts a 20% discount. Fees are stated exclusive of VAT and other taxes, which the Customer shall pay.

3.2 Billing. Paid subscriptions are billed in advance via our payment processor (Stripe) on a monthly or annual cycle as selected. By providing a payment method, the Customer authorises recurring charges.

3.3 Non-payment. If Fees are overdue, Verisum may, on notice, suspend the Services until payment is made.

3.4 Price changes. Verisum may change Fees effective from the next renewal, on at least 30 days' notice.

4. Term, renewal and termination

4.1 Term. This Agreement starts on acceptance and continues while the Customer has an active subscription or account.

4.2 Renewal. Paid subscriptions automatically renew for successive periods equal to the prior term unless either party gives notice of non-renewal before the end of the then-current term, or the Customer cancels via the account settings.

4.3 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days of notice, or immediately if the other becomes insolvent.

4.4 Effect of termination. On termination, the Customer's right to access the Services ends. The Customer may export Customer Data before termination and, following termination, Verisum will handle Customer Data in accordance with the DPA. Fees paid are non-refundable except as required by law or expressly stated.

4.5 Suspension. Verisum may suspend access where necessary to address a security risk, a violation of the AUP, or a legal requirement, using reasonable efforts to give prior notice where practicable.

5. Customer responsibilities and acceptable use

5.1 The Customer is responsible for its account, its users, and all activity under its account, and shall keep credentials secure.

5.2 The Customer shall use the Services in accordance with the AUP and applicable law, and shall not: (a) resell or provide the Services to third parties except as permitted; (b) reverse-engineer or copy the Services; (c) upload unlawful, infringing or malicious content; or (d) submit Special Category Personal Data except as expressly supported and agreed.

5.3 The Customer is responsible for the accuracy and legality of Customer Data and for having the necessary rights and lawful bases to provide it to the Services.

6. Customer Data and ownership

6.1 Ownership. As between the parties, the Customer owns all Customer Data. Verisum owns the Services, the platform, and all related intellectual property, including any improvements and, subject to clause 6.3, aggregated/de-identified data.

6.2 Licence to Verisum. The Customer grants Verisum a non-exclusive licence to host, process and use Customer Data solely to provide and support the Services and as permitted by the DPA.

6.3 Aggregated data. Verisum may create and use aggregated and de-identified data derived from use of the Services for operating, improving and analysing the Services, provided such data does not identify the Customer or any individual.

6.4 AI features. Certain features generate content using third-party AI models. The Customer is responsible for reviewing AI-generated outputs (e.g., generated policies) before relying on them; such outputs are provided as drafts and do not constitute legal or compliance advice.

7. Data protection

The parties shall comply with the DPA, which is incorporated into this Agreement by reference and governs the Processing of Personal Data within Customer Data. In the event of conflict regarding Personal Data, the DPA prevails.

8. Confidentiality

Each party shall protect the other's Confidential Information with reasonable care and use it only to perform this Agreement. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.

9. Warranties and disclaimers

9.1 Each party warrants it has the authority to enter into this Agreement.

9.2 Verisum warrants that it will provide the Services with reasonable skill and care.

9.3 Disclaimer. Except as expressly stated, and to the maximum extent permitted by law, the Services are provided "as is" and Verisum disclaims all other warranties, express or implied, including fitness for a particular purpose and that the Services will be uninterrupted or error-free. Verisum does not warrant that use of the Services will result in compliance with any law, regulation, or standard; the Services support the Customer's own governance and compliance activities but the Customer remains responsible for its compliance obligations.

10. Limitation of liability

10.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

10.2 Subject to clause 10.1, neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill or data.

10.3 Subject to clauses 10.1 and 10.2, each party's total aggregate liability arising under or in connection with this Agreement in any 12-month period shall not exceed the greater of (a) the Fees paid by the Customer in that period, and (b) £50,000.

11. Indemnification

11.1 Verisum shall defend the Customer against third-party claims that the Services, as provided by Verisum, infringe that third party's UK, US, or EU intellectual-property rights, and pay resulting damages finally awarded or agreed in settlement, subject to (a) prompt written notice of the claim, (b) reasonable cooperation from the Customer, and (c) Verisum's sole control of the defence and settlement (provided that no settlement admits Customer liability without Customer consent, not to be unreasonably withheld).

11.2 The indemnity in clause 11.1 does not apply to claims arising from: (i) modifications to the Services not made by Verisum; (ii) combination of the Services with software, data, or systems not supplied by Verisum where the infringement would not have occurred without such combination; (iii) use of the Services other than in accordance with the Documentation or in violation of this Agreement; (iv) Customer Data or content provided by the Customer; or (v) open-source components identified as such in the Documentation, which are governed by their own licences.

11.3 If the Services are, or in Verisum's reasonable opinion are likely to become, subject to an infringement claim, Verisum may (at its option and expense) (i) procure the right for the Customer to continue using the Services, (ii) modify the Services to be non-infringing while preserving substantially equivalent functionality, or (iii) terminate the affected Services and refund pre-paid unused Fees. This clause 11 states the Customer's sole and exclusive remedy for infringement claims.

11.2 The Customer shall defend Verisum against third-party claims arising from Customer Data or the Customer's use of the Services in breach of this Agreement or the AUP.

12. Support and service levels

Support is provided as described in the Documentation and applicable plan. Verisum does not offer a formal availability service-level agreement ("SLA") on standard subscriptions. Verisum uses commercially reasonable efforts to keep the Services available and to resolve support requests promptly during UK business hours. Specific SLAs may be agreed in a separate written Order for enterprise customers (Verify tier).

13. Publicity

Neither party shall use the other's name or logo without prior consent, save that Verisum may, unless the Customer opts out in writing (by emailing hello@verisum.org), identify the Customer as a customer on its website and marketing materials.

14. Changes to this Agreement

Verisum may update this Agreement from time to time. For material changes, Verisum will provide reasonable notice (e.g., by email or in-product notice) and, where required, obtain the Customer's acceptance. Continued use after the effective date of changes constitutes acceptance, except where fresh acceptance is required.

15. General

15.1 Governing law and jurisdiction. This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.2 Entire agreement. This Agreement, together with the DPA, AUP and any Order, is the entire agreement between the parties and supersedes prior agreements on its subject matter.

15.3 Assignment. Neither party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets, on notice.

15.4 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control.

15.5 Notices. Notices to Verisum shall be given in writing to legal@verisum.org (or to Verisum's registered office noted above) and, to the Customer, at its account contact details.

15.6 No waiver / severance. Failure to enforce is not a waiver; if any provision is invalid, the remainder continues in force.

15.7 Third parties. No one other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.