Subscription Agreement

Subscription Agreement for Shout Blue Ltd

Last updated: July 2024

This Subscription Agreement (the “Agreement”) outlines the terms and conditions governing your purchase of subscriptions to, and use of, the Services (as defined below). It constitutes a contract between Shout Blue Ltd (“Shout Blue”), a company registered in the United Kingdom, and you or the organisation you represent.

If you are an individual using the Services for your personal purposes:

(1) all references to “Customer” are to you, and

(2) you represent and warrant that you are at least 18 years old, or have reached the age of “majority” where you reside, and that you have the authority to enter into this Agreement.

If you are using the Services on behalf of an organisation:

(1) all references to “Customer” are to that organisation, and

(2) you represent and warrant that you have the authority to enter into this Agreement on behalf of the organisation.

This Agreement becomes effective and binding upon the earliest of:

(1) your access or use of the Services,

(2) your acceptance of this Agreement by clicking “I Accept,” “Sign Up,” or similar, or

(3) entering into an Order (as defined below) with Shout Blue.

1. Orders

This Agreement governs access to and use of Shout Blue’s Services in accordance with one or more Orders. Subject to an applicable Order, the Services support the operation of a digital customer loyalty programme for the Customer’s business (collectively, excluding the subscribed Services, “Customer’s Environment”).

2. Access and Use

2.1. Subject to this Agreement and an applicable Order, Shout Blue grants the Customer a limited, non-transferable, and non-exclusive right to access and use the Services during the Order Term. Access and use must comply with the Documentation provided.

2.2. The rights granted are contingent upon adherence to this Agreement, the Acceptable Use Policy (AUP), and any additional Third-Party Terms outlined in the Order.

3. Availability

Shout Blue aims to ensure the Services are

Available at least 99.8% of the time, excluding periods caused by Exceptions. If Availability falls below 99.8% for two consecutive months, the Customer may terminate the applicable Order with 30 days’ written notice. In such cases, the Customer is entitled to a pro-rata refund for the unused portion of the Order Term.

4. Support

Shout Blue provides Support to Authorised Users via email. While resolution times cannot be guaranteed, Shout Blue commits to responding to each Support Request within 48 hours. Customer remedies for failure to provide Support will be limited to re-performance of the requested Support.

5. Security and Privacy

5.1.Security: Shout Blue employs reasonable administrative, technical, and physical safeguards to secure the Services and protect Customer Data against unauthorised access or loss.

5.2. Customer Responsibilities: The Customer must properly configure the Services and secure all passwords, keys, and credentials used in connection with the Services. Loss or misuse of Customer Credentials must be reported immediately to Shout Blue.

5.3. Privacy: Except for limited Account Data, Shout Blue does not require or collect Personal Information through the Services. Customers are responsible for ensuring that Personal Information included in Customer Data complies with applicable laws.

5.4. Data Processing: Shout Blue may process aggregated or anonymised Usage Data for service improvements and analytical purposes. Any processing of Customer Data will comply with applicable confidentiality, security, and legal standards as outlined in this Agreement.

6. Subscription Cancellation Policy

6.1. Monthly Subscriptions: Monthly subscriptions automatically renew unless the Customer sends a cancellation email to info@shoutblue.com at least 24 hours

before the next billing period begins.

6.2. Quarterly and Annual Subscriptions: Quarterly and annual subscriptions are prepaid and renew automatically at the end of their respective terms unless the Customer cancels by sending an email to info@shoutblue.com at least 24 hours before the renewal date.

6.3. Cancellation notices must be sent from the email address associated with the Customer’s account. Cancellations made after the required notice period will result in charges for the subsequent subscription term.

7. Customer Responsibilities

The Customer is solely responsible for:

(a) managing their own Environment, including enabling Authorised User access to the Services;

(b) the accuracy of Account Data, Customer Data, and credentials;

(c) providing all necessary consents for Personal Information included in Customer Data; and

(d) ensuring use of the Services complies with applicable laws and terms.

The Customer must not:

Allow unauthorised access to the Services,Use the Services to breach intellectual property rights, orModify, reverse-engineer, or attempt to recreate source code for the Services.

8. Fees and Payments

8.1. Pricing: Fees for the Services are detailed in the applicable Order. Customers must ensure timely payment of Fees via the accepted methods.

8.2. Payment Authorisation: The Customer authorises Shout Blue to charge the designated payment method for recurring Fees. Payment details must be updated promptly to avoid disruptions.

8.3. Late Payments: Shout Blue may suspend Customer access if payment is declined or overdue.

8.4. No Refunds: Fees are non-refundable except in cases of Service termination due to Shout Blue’s failure to meet the Availability Standard.

9. Taxes

All Fees are exclusive of VAT or other applicable taxes. Customers are responsible for ensuring compliance with their local tax regulations.

10. Confidentiality

Both Parties agree to protect each other’s Confidential Information and not to disclose it to third parties except as required by law or necessary for the performance of this Agreement.

11. Limitation of Liability

To the fullest extent permitted by law: Neither Party is liable for indirect or consequential damages, including loss of profits or business.Shout Blue’s aggregate liability under this Agreement will not exceed the Fees paid by the Customer in the 12 months preceding the claim.

12. Term and Termination

12.1. The term of this Agreement will continue until all Orders have expired or been terminated.

12.2. Either Party may terminate the Agreement immediately for material breaches. Upon termination, Customer access to the Services will be suspended, and Customer Data will no longer be accessible after 30 days unless otherwise agreed.

13. Governing Law

This Agreement is governed by the laws of England and Wales, and disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Entire Agreement

This Agreement, along with the applicable Order(s) and any referenced policies (e.g., AUP), constitutes the entire understanding between the Parties and supersedes any prior agreements.

Definitions

Account Data: Information provided during account setup, such as names, email addresses, and billing details.

Availability: The percentage of time the Services are accessible online, excluding maintenance or Exceptions.

Customer Data: Data submitted or processed by the Customer while using the Services.

Fees: Payments required for accessing Shout Blue’s Services, as defined in the Pricing Page or Order.

Order: A written or electronic agreement specifying the Services subscribed to by the Customer.