1. Definitions and interpretation
1.1 In this Agreement:
- “Acceptable Use Policy” means our acceptable use policy for the Service, as updated from time to time.
- “Authorised Users” means your employees, agents and contractors who are authorised by you to use the Service under your account.
- “Confidential Information” has the meaning given in clause 15.
- “Customer Materials” means all URLs, web addresses, websites, landing pages, affiliate pages, marketing materials, promotions, terms pages, content, text, images, screenshots, data, documents, instructions and other materials that you (or your Authorised Users) submit to, upload to, direct through, or instruct the Service to access, scan, crawl, monitor or analyse.
- “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018 and all other applicable laws relating to the processing of personal data and privacy.
- “DPA” means the Data Processing Addendum that forms part of this Agreement.
- “Fees” means the subscription and other charges payable for the Service.
- “Output” means any and all results generated by the Service, including reports, findings, observations, risk flags, risk scores, classifications, mappings, suggested actions and recommendations.
- “Service” or “MARC” means the MARC software-as-a-service compliance monitoring product made available by us, including associated software, applications, interfaces, models and documentation.
- “Subscription Term” means the initial term and each renewal term of your subscription as set out in clause 9.
- “UK GDPR” has the meaning given in the Data Protection Act 2018.
1.2 The DPA, the Acceptable Use Policy, the AI and Compliance Output Disclaimer, the Service Level / Availability Disclaimer, and any order form or subscription confirmation are incorporated into and form part of this Agreement. In the event of conflict, the following order of precedence applies: (a) the order form; (b) the DPA (for data protection matters); (c) the body of this Agreement; (d) the policies and disclaimers referred to above.
1.3 Headings are for convenience only. “Including” means “including without limitation”. References to a statute include subordinate legislation and amendments.
2. Nature of the Service - important
2.1 Automated tool only. MARC is an automated compliance-assistance and monitoring tool. It uses artificial intelligence, machine learning, large language models, automated crawlers, data extraction, rules, classifiers, scoring and third-party infrastructure to scan, read and analyse online content and to turn observations into structured Output.
2.2 Not advice. The Service and the Output do not constitute and are not a substitute for legal advice, regulatory advice, gambling-compliance advice, advertising or marketing compliance advice, AML/KYC advice, responsible-gambling advice, consumer-protection advice, audit services, or any other professional advice. No advisory, fiduciary, agency, auditor, compliance-officer or regulator-facing relationship or duty of any kind arises between us and you or any third party by virtue of this Agreement or your use of the Service.
2.3 No guarantee of completeness or accuracy. We do not warrant or guarantee that the Service will identify all compliance issues, risks or breaches, or that any Output is or will be complete, accurate, current, reliable, error-free or suitable for any particular licence, regulator, jurisdiction, product, promotion, market or business. The Service may produce false positives and false negatives, may miss issues, may flag matters that are not in fact issues, and may misunderstand content, context, jurisdiction, licence scope, regulatory requirements or your specific obligations.
2.4 Customer responsibility and human review. You remain solely and exclusively responsible for your own legal, regulatory, licensing, advertising, affiliate-marketing, AML, KYC, responsible-gambling and consumer-protection compliance, and for all decisions you take. Before relying on or acting on any Output, you must (a) obtain your own independent legal and regulatory advice, and (b) carry out your own competent human review and verification. The Output is informational and operational support only.
2.5 The provisions of this clause 2 are fundamental to the basis on which the Service is provided and to the Fees charged, and are reflected in the warranties, disclaimers and liability provisions below.
3. The Service and licence
3.1 Subject to this Agreement and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for you and your Authorised Users to access and use the Service for your internal business purposes.
3.2 We will make the Service available in accordance with this Agreement and the Service Level / Availability Disclaimer. We will provide standard support by email during our normal business hours.
3.3 You are responsible for procuring and maintaining the network connections, hardware, browsers and telecommunications links required to access the Service, and for all associated costs.
5. Customer obligations, permissions and rights to scan
5.1 Rights and permissions. You represent, warrant and undertake that you have, and will maintain throughout the Subscription Term, all rights, licences, consents, permissions and authority necessary to submit the Customer Materials to the Service and to have the Service access, scan, crawl, monitor, copy, store and analyse the Customer Materials, including all URLs, websites, affiliate pages and third-party pages you direct the Service to process.
5.2 Third-party sites and content. Where you instruct the Service to access websites, pages or content owned or controlled by third parties (including affiliates and partners), you are solely responsible for ensuring that such access and processing is lawful and permitted, including compliance with the relevant website terms of use, applicable robots.txt and crawling directives, contractual restrictions, intellectual property rights, database rights, and Data Protection Legislation. You must obtain any necessary affiliate or third-party permissions.
5.3 Lawful basis for personal data. Where the Customer Materials contain personal data, you are the controller of that personal data, you warrant that you have a lawful basis for its processing and for instructing us to process it, and the DPA applies to our processing of it on your behalf.
5.4 Compliance with laws. You must use the Service in compliance with all applicable laws and regulations and with the Acceptable Use Policy. You must not use the Service to scan, monitor, copy, attack, overload, disrupt, reverse engineer or misuse any third-party website or system in a manner that is unlawful or unauthorised.
5.5 Prohibited purposes. You must not use the Service in connection with illegal gambling, unlicensed gambling, gambling directed at prohibited or restricted jurisdictions, fraud, spam, unlawful surveillance, unlawful profiling, or unlawful data extraction, or for any other unlawful purpose.
5.6 You must provide us with all information, cooperation and access reasonably required for us to supply the Service, and you are responsible for the accuracy and completeness of the Customer Materials and instructions you provide.
6. Fees, payment and Stripe
6.1 You must pay the Fees for your chosen plan as set out on the Website, in your order form or in your subscription confirmation. Unless stated otherwise, Fees are stated exclusive of VAT and other applicable taxes, which you must pay in addition.
6.2 Payments are collected through our third-party payment processor, Stripe. By subscribing, you authorise us and Stripe to charge your chosen payment method for the Fees when due, including on each renewal. Your use of Stripe is subject to Stripe’s own terms. We are not responsible for the acts or omissions of Stripe.
6.3 Unless otherwise agreed, Fees are payable in advance and are non-refundable, including where you cancel, stop using the Service, or where the Service produces Output you consider unsatisfactory, except as expressly required by law.
6.4 If any payment is not made when due, without prejudice to our other rights we may (a) charge interest on the overdue amount at 4% per annum above the base rate of the Bank of England from time to time, accruing daily; and (b) suspend the Service until payment is made.
6.5 We may change the Fees. For fixed-term subscriptions, changes take effect on renewal. We will give you reasonable notice (and in any event at least 30 days’ notice before the start of the relevant renewal term) of any Fee increase applying on renewal, and you may choose not to renew.
7. Suspension
7.1 We may suspend your and your Authorised Users’ access to all or part of the Service, on notice where practicable, if: (a) you fail to pay Fees when due; (b) we reasonably suspect misuse of the Service or breach of this Agreement or the Acceptable Use Policy; (c) we reasonably consider that continued provision creates a legal, regulatory or security risk to us, to you or to any third party; (d) required to do so by law, regulator, court or a third-party provider; or (e) there is an actual or suspected security incident.
7.2 We will use reasonable efforts to limit the scope and duration of any suspension. Suspension does not relieve you of your obligation to pay Fees. We are not liable for any loss arising from a suspension made in accordance with this clause.
8. Changes to the Service
8.1 We may change, update, enhance, remove or discontinue features, functionality, AI models, providers, crawlers, rules, classifiers, regulatory mappings, scoring, reports and other aspects of the Service from time to time, including to reflect changes in technology, third-party services, law or regulatory guidance. We will use reasonable efforts not to materially reduce the core functionality of a paid plan during a paid Subscription Term.
8.2 Regulatory content, mappings and reference materials within the Service are provided for general operational support and may not reflect the current state of the law or the requirements of any particular regulator or licence. We are not obliged to update them and do not warrant that they are current or complete.
8.3 We may make available beta, trial, preview or experimental features. Such features are provided “as is”, may be changed or withdrawn at any time, are excluded from any availability commitment, and are used at your own risk.
9. Term, renewal, cancellation and termination
9.1 This Agreement begins when you first accept it or access the Service and continues for the initial Subscription Term stated in your plan or order form (or, if none is stated, one month for monthly plans and one year for annual plans).
9.2 The subscription renews automatically for successive periods equal to the initial Subscription Term unless cancelled. To prevent renewal you must cancel before the end of the then-current Subscription Term, through the account interface or by written notice to [email protected]. Cancellation takes effect at the end of the current Subscription Term; the Service continues until then and Fees already due remain payable.
9.3 Either party may terminate this Agreement immediately on written notice if the other party: (a) commits a material breach that is irremediable or, if remediable, is not remedied within 30 days of written notice; or (b) becomes insolvent, enters administration or liquidation, has a receiver appointed, or is unable to pay its debts as they fall due.
9.4 We may terminate this Agreement or your subscription immediately on notice if you breach clause 5 (permissions and prohibited use), the Acceptable Use Policy, or where required by law or a third-party provider.
9.5 On termination or expiry: (a) all licences end and you must stop using the Service; (b) accrued rights and liabilities survive; (c) Fees due remain payable; and (d) clauses that by their nature should survive (including clauses 2, 5, 6, 12, 13, 14, 15, 16, 17 and 19) continue in force.
9.6 We will make the Customer Materials and Output associated with your account available for export for a period of 30 days after termination or expiry, after which we may delete them, subject to the DPA and to any retention required by law.
10. Intellectual property
10.1 We and our licensors own all intellectual property rights in the Service, including the software, models, algorithms, rules, classifiers, interfaces, documentation, branding and all improvements to them. Except for the licence in clause 3, no rights are granted to you.
10.2 You own the Customer Materials. You grant us and our sub-processors a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display and otherwise use the Customer Materials and the Output to the extent necessary to provide, support, secure and improve the Service and to comply with law.
10.3 As between the parties, the Output is licensed to you for your internal business use. You must not represent the Output as legal, regulatory or audit advice or as certification of compliance.
11. Aggregated data, audit logs and improvement
11.1 We may collect, generate and use data relating to the operation, use and performance of the Service, and may create aggregated, de-identified, anonymised and statistical data derived from your use of the Service and from Customer Materials and Output. We own such aggregated and anonymised data and may use it for any lawful purpose, including to operate, develop, train, test, secure, benchmark and improve the Service and our other products. Such data will not identify you, your Authorised Users or any individual.
11.2 We maintain audit logs recording account access, user activity and material system events for security, operational, billing and compliance purposes. You are responsible for managing your Authorised Users’ access rights and for the security of your account.
12. Warranties and disclaimers
12.1 We warrant that we will provide the Service with reasonable skill and care.
12.2 Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Service and all Output are provided “as is” and “as available”, and we exclude all other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, accuracy, completeness, reliability, non-infringement, and any warranty that the Service will be uninterrupted, error-free or secure.
12.3 Without limiting clause 12.2, we expressly disclaim any warranty or guarantee that: (a) the Service will identify all compliance issues, risks or breaches; (b) any report, finding, score, risk flag, mapping or recommendation is or will be complete, accurate, current or suitable for any particular licence, regulator, jurisdiction or business; (c) the Output is free from false positives or false negatives; or (d) errors in AI, crawling, data extraction, classification, mapping, scoring, reporting or monitoring will not occur. All such errors are expressly disclaimed.
12.4 You acknowledge that you have not relied on any statement, promise or representation not expressly set out in this Agreement.
13. Indemnity
13.1 You will indemnify and hold us and our officers, employees, agents and sub-processors harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- your or your Authorised Users’ breach of this Agreement, the Acceptable Use Policy or clause 5;
- your use of, reliance on, or decisions or actions (or inaction) based on the Service or the Output;
- any Customer Materials, including any allegation that the submission, scanning, crawling, monitoring, copying, storage or analysis of Customer Materials infringes the rights of, or has caused loss to, any third party, or breaches any website terms, robots.txt, contractual restriction, intellectual property or database right, or Data Protection Legislation;
- your lack of rights, permissions or lawful basis in respect of any Customer Materials, URL, website, affiliate page or content;
- any unlawful, unlicensed, prohibited or misuse of the Service, including any use described in clause 5.4 or 5.5 or prohibited by the Acceptable Use Policy; and
- any third-party claim, regulatory action, fine, penalty or enforcement arising from your compliance decisions or your business.
14. Limitation of liability
14.1 Liabilities not excluded. Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under English law. Nothing limits your obligation to pay Fees or your obligations under clause 13.
14.2 Excluded losses. Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any of the following, whether direct or indirect: (a) loss of profits, revenue, business, contracts or anticipated savings; (b) loss of or damage to goodwill or reputation; (c) regulatory fines, penalties, sanctions, investigations, enforcement action, licence conditions, licence suspension or licence revocation; (d) loss arising from missed, inaccurate, incomplete, false-positive or false-negative Output, or from reliance on the Service or Output; (e) wasted expenditure or wasted management time; (f) affiliate disputes, customer or player claims, chargebacks or third-party claims; (g) loss or corruption of data; or (h) any indirect, consequential or special loss or damage.
14.3 Cap. Subject to clauses 14.1 and 14.2, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in any 12-month period, is limited to the total Fees actually paid by you for the Service in the three (3) months immediately preceding the event giving rise to the liability (or, where the claim arises in the first three months, the Fees reasonably expected to be paid in the first three months).
14.4 You acknowledge that the allocation of risk in this clause 14 and in clause 2 is reasonable given the nature of the Service, that the Service is not a substitute for professional advice or human review, and that the Fees have been set on that basis.
14.5 Each provision of this clause 14 operates separately. If any part is held unenforceable, the remaining parts continue to apply.
15. Confidentiality
15.1 Each party (“Recipient”) must keep confidential all non-public information of the other party (“Discloser”) disclosed in connection with this Agreement that is marked or would reasonably be understood to be confidential (“Confidential Information”), and must use it only to perform this Agreement.
15.2 The obligations do not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is lawfully received from a third party without restriction, or is independently developed. The Recipient may disclose Confidential Information where required by law, regulator or court, giving reasonable notice where lawful.
15.3 These obligations continue for three years after termination or expiry. Our Confidential Information includes the Service, its non-public features and our security information.
16. Data protection
16.1 Each party will comply with the Data Protection Legislation applicable to it. The DPA governs our processing of personal data on your behalf and forms part of this Agreement. We act as controller for account, billing, marketing, website, security and service-administration data as described in our Privacy Policy, and as processor for personal data within the Customer Materials.
17. Third-party services and providers
17.1 The Service relies on third-party providers, including AI/large-language-model providers (currently Anthropic and OpenAI), hosting and infrastructure providers, the payment processor (Stripe), analytics providers and other integrations. We are not responsible for the acts, omissions, availability, performance or terms of third-party providers, or for any third-party website or content the Service accesses at your instruction.
17.2 Third-party providers may change from time to time. Where a change affects data processing, the DPA and our sub-processor provisions apply.
18. Force majeure
18.1 We are not liable for any failure or delay in performing our obligations to the extent caused by events beyond our reasonable control, including failures of telecommunications or internet services, hosting or third-party provider failures, cyber-attacks, power failures, acts of government or regulator, and acts of God.
19. General
19.1 Entire agreement. This Agreement, including the documents incorporated into it, is the entire agreement between the parties and supersedes all prior arrangements. Each party agrees it has not relied on any statement not set out in this Agreement, save that nothing limits liability for fraud.
19.2 Variation. We may amend this Agreement and the incorporated policies from time to time. We will give reasonable notice of material changes (for example by email or in-product notice). Continued use of the Service after changes take effect constitutes acceptance. If you do not accept a material change, your remedy is not to renew.
19.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign or transfer this Agreement to an affiliate or in connection with a reorganisation, merger or sale.
19.4 Notices. Notices to us must be sent to [email protected] or our registered office. Notices to you may be sent to the contact details on your account.
19.5 No waiver. No failure or delay in exercising a right is a waiver of it.
19.6 Severance. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force.
19.7 Third parties. Except for our affiliates and sub-processors benefiting from the exclusions and indemnities, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
19.8 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Questions about this page? Email [email protected] or write to Mediacle Limited, 16 Upper Woburn Place, London, WC1H 0BS United Kingdom