Terms of Service

Effective date: June 2026

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. PLEASE READ CLAUSE 18 CAREFULLY BEFORE AGREEING.

Please read these Terms of Service carefully. They govern your commercial relationship with us and set out legally binding provisions which regulate access to and use of Marloo, our AI assistant.

Welcome to Marloo. Marloo is a software service provided and operated by Marloo USA LLC. (“Company”, “we”, “our”, and “us”), a Delaware corporation with a registered office at Suite 7D, 335 Madison Ave., New York, NY. Marloo USA LLC is a wholly owned subsidiary of the New Zealand parent company, Marloo Limited.

When you register a Marloo User Account, or access or use Marloo, you enter into a legally binding contract between us and you (“you” or “your”) in respect of your use of Marloo (defined below), to which these Terms of Service (the “Terms”) apply. If you do not agree to these Terms, you cannot sign up to Marloo.

If you sign up for Marloo as, or on behalf of, a Customer (as defined below):

(a) you represent and warrant to us that you are an authorized representative of the company or other legal entity with authority to bind the company or other legal entity to these Terms and to use Marloo on its behalf;

(b) you must ensure that each person who is authorized by the Customer to access Marloo, or otherwise accesses Marloo in connection with the Customer’s business, has their own Marloo User Account and that they do not share their account credentials with anyone else;

(c) if the company or other legal entity on whose behalf you are acting does not agree to be bound by these Terms, or you are not authorized to enter into agreements on behalf of such company or other legal entity, you may not register for Marloo as a Customer, or access or use Marloo on behalf of the company or other entity; and

(d) other than in respect of paragraphs (a), (b), and (c) above, and the payment provisions set out in clauses 3.3 and 3.4 and clause 10.2, all of which apply only to the Customer, references to “you” and “your” in these Terms refer to both Customers and Users.

1. How to read these Terms of Service

(a) Terms in bold or defined in clause 1(e) below have specific meanings given to them in these Terms.

(b) Headings may assist you, but they are for reference only and are not binding.

(c) These Terms contain hyperlinks which may take you to additional documents or webpages that you should also read, including our Privacy Policy.

(d) In these Terms: (i) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (ii) a reference to “party” is to you or us as the context dictates and a reference to “parties” is to both you and us; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (iv) unless the context otherwise requires, references in these Terms to a statute mean such statute as amended from time to time and include any successor legislation thereto and any regulations promulgated thereunder; and (v) these Terms are to be construed without regard to any presumption or rule requiring construction or interpretation against the party who drafted a provision or caused a provision to be drafted.

(e) Definitions:

Adapted Software means any and all software resulting from the AI System learning or evolving, including modifications or adaptations to the AI System and any AI System Data.

Agreement means this legally binding contract between the Company and you, comprising these Terms together with the Privacy Policy and, where applicable, the GDPR/UK GDPR DPA.

AI System means the Software, together with such third-party software code or applications owned by third parties and supplied alongside the Software, the training data used by Company to train the AI System, and the Adapted Software.

AI System Data means any data produced by and resulting from your use of the AI System or the training of the AI System, and which are stored, contained, or embedded in the AI System or its underlying model(s), including any statistical and aggregated data.

Claim means a claim, occurrence, action, cause of action (whether at law or in equity), debt, damage, demand, offset, payment, royalty, cost, attorney fee, obligation of every kind and nature, right, liability, charge, expense, contract, promise, or agreement, any claim for contribution or indemnity, and any claim for Consequential Loss, howsoever caused, regardless of the legal theory upon which it is based (e.g., in contract, tort, breach of statutory duty, or common law cause of action), whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated.

Confidential Information means non-public information disclosed by one party to the other under or in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was rightfully known to the receiving party before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

Consequential Loss means any consequential, indirect, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of or unauthorized access to or alteration, deletion of, or failure to store, content or data, or for loss of or damage to goodwill, whether arising in contract, tort (including negligence), or otherwise, and whether the loss or damage is foreseeable or not.

Customer means the person or entity that enters into this Agreement and is responsible for paying the applicable Subscription Fees.

Customer Data means all data uploaded or made available by you into Marloo or otherwise provided to us under or in connection with this Agreement, including any of your Confidential Information.

Customer Materials means any Customer Data, and any other materials supplied by you to us under or in connection with this Agreement.

Generative AI has the meaning set out in clause 9.

Indemnified Parties means each of Marloo’s directors, officers, employees, personnel, agents, contractors, and affiliates (including Marloo Limited and any other entity that controls, is controlled by, or is under common control with Marloo USA LLC).

IPRs or Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in trade dress, goodwill and the right to sue for unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Loss means any damage, loss, injury, cost, expense, or liability of any kind incurred by the person concerned, including reasonable legal costs and expenses, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and “Losses” has a corresponding meaning.

Marloo means the applications, database, system, server software, AI Systems, hardware, all content, images, text, source code, and object code, as well as desktop and mobile versions, browser extensions, and associated smartphone applications (including but not limited to applications for iOS and Android), to which access is provided to you when you subscribe.

Marloo User Account means an account created by a User who has registered for access to the features, tools, and content available on Marloo.

Privacy Policy means the Marloo Privacy Policy located on our Site at https://www.marloo.com/us/privacy-policy.

Providers has the meaning set out in clause 9.

Recording means any audio, video, transcript, or other capture of a meeting, call, or other communication initiated through or captured by Marloo, regardless of the means or platform by which it is captured.

Renewal Date means the date on which the subscription renews which, unless otherwise amended by the Customer, shall be immediately following expiry of each Subscription Term.

Site means Company’s websites, including https://www.marloo.com and https://app.marloo.com.

Software means the software applications owned by Company.

Subprocessor means any third party engaged by Company to process Customer Data in connection with the provision of Marloo, as listed from time to time at https://trust.marloo.com/subprocessors.

Subscription Date means the date on which your subscription will start, which may be immediately after a free trial period, or such other date that you select.

Subscription Fees means any fees payable under these Terms.

Subscription Term means the period described on the Site and selected by you when you register a subscription.

US Privacy Laws means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any similar state privacy laws applicable to the processing of personal information of US residents, including but not limited to those of Colorado, Connecticut, Virginia, Utah, and Texas, as each may be amended from time to time.

User means an individual who has created a Marloo User Account and has been granted access to Marloo, whether through a free trial or a Customer’s paid subscription.

2. Using Marloo

(a) In order to use Marloo, you must register a Marloo User Account. Only Users may access Marloo. Registration is only available to individuals using Marloo for business purposes who are at least 18 years of age and have the ability to enter into legally binding contracts.

(b) During the registration process you must provide your name, email address, and any other details requested by us, including personal information. You must provide accurate and appropriate User details, including a valid email address, and keep any passwords, tokens, and account access links confidential.

(c) Your Marloo login credentials will be generated upon completion of your Marloo User Account registration. You must not share these credentials with any other person. A Marloo User Account cannot be shared or transferred. You must immediately notify us if you become aware of any unauthorized use of your Marloo User Account.

(d) If any of your contact details or other information that you provided during the registration process changes, you must promptly update those details in your Marloo User Account.

3. Subscriptions

3.1 Subscription offerings

(a) You can learn more about our subscription plans at https://www.marloo.com/us/pricing. We reserve the right to change our pricing and subscription offerings at any time. If you are on a subscription plan, changes to pricing will not apply to you until your next Renewal Date.

3.2 Free trials

(a) Where we notify you that you are entitled to use Marloo for a free trial, we will confirm the duration of the free trial in writing.

(b) If you do not provide valid credit card details prior to the end of any free trial period, your free trial will end on expiration of the free trial period.

(c) You can cancel your free trial at any time through your Marloo account settings, or by contacting support at support@gomarloo.com.

(d) We may, in our sole discretion, cancel your free trial for any reason (including where we believe that there has been an abuse of the free trial, including creation of accounts with temporary or disposable email addresses or creation of multiple accounts from the same IP address) without prior notice and without liability to you, to the extent permitted under applicable law.

(e) No express or implied warranties shall apply to you under the free trial, and no technical support will be offered. Marloo is provided on an “as-is” basis during the free trial period with all defects and faults. You acknowledge that the free trial period is provided for evaluation purposes only and accept all risks associated with the use of Marloo during this period. To the maximum extent permitted by law, we shall not be liable for any Loss (including Consequential Loss) arising out of or in connection with the use of Marloo during the free trial period. You release and indemnify us and our Indemnified Parties in respect of any Loss that we may incur and any Claims you (or your clients or customers) may have against us in respect of your use of Marloo during a free trial period.

3.3 Subscription Fees

(a) Unless otherwise expressly stated to include taxes, all Subscription Fees exclude sales tax, use tax, value-added tax, goods and services tax, and any other applicable taxes, duties, and charges, at the applicable rate due from time to time. You are responsible for any such taxes.

(b) You must provide valid credit card details on or before the Subscription Date.

(c) We will charge the credit card for the applicable Subscription Fees on the Subscription Date, and thereafter on each Renewal Date until your subscription is terminated.

(d) You warrant that you are the Customer and that the credit card details provided by you are your own, or that you have permission from the card owner for the payment of all Subscription Fees payable by the Customer to be paid using that credit card.

(e) All credit card details are held by Stripe, Inc., and all payments are processed by Stripe and are subject to its terms, conditions, and privacy policies. The only credit card details we have access to, other than the amount of the payments, are the name on the card, the last four digits, the type of card, the card issuer, and the expiration date. We are not liable for delays, faults, or unauthorized access caused by Stripe’s performance. By using Stripe, you acknowledge these risks, make an independent assessment of its suitability, and agree to comply with its terms and privacy policies. You indemnify us and our Indemnified Parties for any Loss incurred due to your breach of Stripe’s terms and privacy policies.

3.4 Subscription Term and Auto-Renewal

(a) Each subscription will commence on the Subscription Date and will continue for the Subscription Term selected by you during registration.

(b) Each subscription will be renewed automatically for successive periods of the same length as the initial Subscription Term selected during registration, until terminated in accordance with clause 3.5.

(c) AUTO-RENEWAL DISCLOSURE. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS AT THE END OF EACH SUBSCRIPTION TERM AT THE THEN-CURRENT PRICE. WE WILL CHARGE YOUR PAYMENT METHOD ON EACH RENEWAL DATE WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME THROUGH YOUR MARLOO ACCOUNT SETTINGS; CANCELLATION TAKES EFFECT AT THE END OF YOUR CURRENT SUBSCRIPTION TERM AND YOU WILL RETAIN ACCESS UNTIL THEN. FEES ALREADY PAID ARE NON-REFUNDABLE EXCEPT WHERE REQUIRED BY LAW. THE RECURRING CHARGE AMOUNT AND FREQUENCY ARE SHOWN AT SIGNUP AND IN YOUR ACCOUNT.

(d) If you are the Customer, you can change your Subscription Term or type via your Marloo account. Subscription type changes take effect immediately. Subscription Term changes take effect at the end of the current Subscription Term.

3.5 Subscription Termination

(a) If the Customer fails to pay any Subscription Fees on or before the Subscription Date or any Renewal Date, we may terminate your subscription and all rights of associated Users, to use and access Marloo with immediate effect.

(b) Your subscription will be terminated upon termination of our Agreement pursuant to clause 12.

4. Access to Marloo

4.1 Grant of Rights

(a) Subject to the payment of all Subscription Fees by the Customer and compliance with this Agreement by the Customer and you, throughout the applicable Subscription Term, the Company grants you a non-exclusive, non-assignable, non-sublicensable, revocable right to access and use Marloo for the Customer’s internal business purposes.

(b) The rights granted by the Company to you under clause 4.1 are subject to the following limitations:

(i) Marloo may only be used by Users who are a sole trader Customer, or who are an officer, agent, employee, or representative of the Customer;

(ii) you must not permit any unauthorized person or application to access or use Marloo;

(iii) you must not rent, lease, sell, distribute, or sublicense your right to access and use Marloo;

(iv) you must not make any alteration to Marloo, except as expressly authorized by us;

(v) you are not granted a right to the source code of Marloo or the Software; and

(vi) you must not conduct or request that any other person conduct any load testing or penetration testing of Marloo without our prior written consent.

5. What you cannot do with Marloo

Your use of Marloo is subject to compliance with this Agreement. You must not:

(a) use Marloo to violate any legal rights of any person or entity in any jurisdiction;

(b) use Marloo in connection with crimes such as theft and fraud;

(c) use Marloo in breach of laws relating to the protection of copyright, trade secrets, patents, or other intellectual property, or laws relating to spam or privacy;

(d) use Marloo to make fraudulent offers of goods or services;

(e) use Marloo to create, store, disclose, or transfer content that is unlawful, harmful, obscene, an infringement of third-party IPR, harassing, or offensive;

(f) use Marloo in breach of any person’s privacy (such as by way of identity theft or “phishing”);

(g) reveal your account password to others or allow use of your account by others;

(h) use another person’s name, username, or password or otherwise attempt to gain access to the account of any other person;

(i) use Marloo to develop a product or service that competes with Marloo;

(j) use Marloo to modify, copy, prepare derivative works of, decompile, or reverse engineer any content or software contained in Marloo;

(k) sell, license, or exploit for any commercial purposes any third-party-owned IPR that you obtain from, through, or via Marloo, except where you otherwise have the consent of the owner of the IPR to do so;

(l) sell, rent, lease, license, sublicense, or exploit for any commercial purposes any of our IPR;

(m) resell access to Marloo or to any of the functionality made available in Marloo;

(n) take actions that place unreasonable or excessive loads on our systems and servers;

(o) take any action that degrades the operational performance of Marloo;

(p) use Marloo to interfere with or deny service to anyone;

(q) use any program, script, or command, or send messages of any kind, with the intent to interfere with or disable any person’s use of Marloo;

(r) send unsolicited email messages through or to users of Marloo in breach of applicable laws, including but not limited to the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act of 1991;

(s) use Marloo to send any form of harassment via email or any other form of messaging, whether through language, frequency, or size of messages;

(t) use Marloo to carry out security breaches or disruptions of network communication. “Security breaches” include accessing data of which you are not an intended recipient, logging into a server or account that you are not expressly authorized to access, or corrupting any data, including network sniffing, ping floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

(u) use Marloo to execute any form of network monitoring that will intercept data not intended for you;

(v) use Marloo to circumvent user authentication or security of any of our hosts, networks, or accounts, or those of our Customers or suppliers;

(w) use any scraper, robot, spider, crawler, or other automated device to copy any part of, or content on, Marloo;

(x) introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, email bombs);

(y) infect our systems, servers, or Marloo with any programming routines (such as viruses, worms, time bombs) that may damage, interfere with, delay, intercept, or expropriate any system, data, or personal information; or

(z) use Marloo or assist, encourage, or enable others to use Marloo in a manner prohibited under this clause 5.

Without affecting any other remedies available to us, we may permanently or temporarily remove or disable access to unacceptable content or terminate or suspend a User’s account or access to Marloo, without notice or liability, if we (in our discretion) determine that a User has violated any provision of this clause 5. You agree to cooperate with us to investigate and remedy any violation.

6. Service Availability

6.1 Availability

We will use reasonable efforts to keep Marloo operational at all times, but Marloo is provided on an “as available” basis.

You acknowledge and agree that:

(a) Marloo will only be accessible using the Internet and operates from servers owned and controlled by third parties, putting some functions, such as cloud services for servers, data storage, and backup, beyond our control;

(b) Marloo may occasionally, without notice, be disrupted or limited. During such interruptions, we will endeavor to restore access promptly. We shall have no liability for any Claims or Loss arising from such interruptions;

(c) Marloo may become inaccessible for necessary upgrades, maintenance, or updates. Although we will make efforts to notify you beforehand, it may not always be feasible. We shall have no liability for any Claims or Loss during such periods;

(d) Unless otherwise agreed with you, in the event of unforeseen circumstances, we reserve the right to modify, suspend, or cancel any part of Marloo immediately; and

(e) We offer no guarantee that any specific component of Marloo will always be available.

6.2 Service Errors

To the fullest extent permitted by applicable law, all warranties, representations, conditions, and any other terms implied by statute or common law are excluded from this Agreement. You acknowledge that Marloo may contain technical or administrative errors. We do not warrant that Marloo, your Customer Data, or access to either will be uninterrupted or error-free. Subject to our obligations under clause 6.4 (Security incidents) and our compliance with applicable law, you release and indemnify us and our Indemnified Parties from any Loss we may incur and any Claims you (or your clients or customers) may have against us arising from any interruption, error, or unavailability of Marloo or your Customer Data.

We reserve the right to rectify any errors or update Marloo at our discretion, including without prior notice where reasonably necessary to protect our legitimate commercial interests. We have no responsibility for errors in information provided by other Users.

6.3 Variations to the Service

Unless otherwise agreed with you, we reserve the right to modify, add, suspend, or remove any component of Marloo at any time, at our sole discretion. Changes to Marloo do not entitle you to refunds of Subscription Fees already paid.

6.4 Security Incident Notification

(a) If we become aware of a confirmed security incident resulting in unauthorized access to, acquisition of, or disclosure of Customer Data (a “Security Incident”), we will notify the Customer in writing without undue delay and, in any event, within seventy-two (72) hours of confirmation.

(b) The notification will include, to the extent then known: (i) a description of the Security Incident; (ii) the categories of Customer Data affected; (iii) the steps we are taking to investigate, contain, and mitigate the Security Incident; and (iv) a point of contact for further information.

(c) We will provide reasonable cooperation to assist the Customer in meeting any notification obligations the Customer may have to its clients or to regulators under applicable law, including under SEC Regulation S-P, the Gramm-Leach-Bliley Act, and US Privacy Laws.

(d) The provisions of this clause 6.4 do not constitute an acknowledgment of any fault or liability by us with respect to any Security Incident.

7. Intellectual Property Rights

Please read this clause about Intellectual Property Rights (IPRs) carefully. In this clause 7, “you” refers to each individual who holds a Marloo User Account.

7.1 Retention, Assignment, and License of Intellectual Property Rights

(a) Except as expressly set out below, you and we agree and acknowledge that these Terms do not transfer or assign any IPRs from one party to any other party.

(b) As between you and us, we own all IPRs in Marloo, including any modifications or enhancements thereof. To the extent necessary and possible, you hereby assign all such IPRs to the Company, absolutely with warranty of title, free and clear of all encumbrances.

(c) You acknowledge and agree that you have no rights in Marloo or in any part of it, or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms.

(d) You must not take any step to invalidate or prejudice our (or our licensors’) IPRs in Marloo or any other IPR owned by us.

(e) As between you and us, you own the IPR in all Customer Materials that you upload into Marloo or otherwise provide to us in any format.

(f) Subject to the terms of this Agreement and payment of the Subscription Fees, the Company hereby assigns to either: (i) you (where you are a sole trader); or (ii) the company or other entity on whose behalf you have entered into this Agreement, all right, title, and interest in and to the outputs generated in response to your use of Marloo.

(g) You agree that any IPRs in any comments that you may provide to us in connection with Marloo, or requests for new Marloo features (each, an “Improvement Suggestion”), become our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to Marloo or otherwise providing the Improvement Suggestion to us, and you hereby assign all IPRs in all and any such Improvement Suggestions to us, effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to Marloo, pursuant to laws regarding prospective ownership of copyright and in equity.

(h) We will indemnify you from any and all Loss that you incur as a result of a third-party Claim that Marloo infringes the IPR of any third party, except to the extent caused by your breach of clause 7.2(a) or any other breach of this Agreement by you. This indemnity does not apply to Claims arising out of: (i) your use of Marloo in combination with materials, software, or services not provided or recommended by us, where the infringement would not have occurred but for such combination; (ii) modifications to Marloo not made by or on behalf of us; or (iii) your continued use of an allegedly infringing version of Marloo after we have provided a non-infringing alternative.

7.2 Customer Materials and Copyright

(a) You may upload Customer Materials that you own or that you have a right to use into Marloo. Uploading any of your Customer Materials into Marloo will not alter the ownership or any copyright that subsists in such Customer Materials.

(b) You warrant that with respect to any of your Customer Materials that you upload into Marloo, disclose, distribute, share, or amend within Marloo, you are fully entitled to do so, or to authorize others to do so, without infringing the IPRs or other rights of any third party; and that our collection, use, storage, and/or disclosure thereof in the course of providing Marloo will not breach any applicable law or right of any person.

(c) You are solely responsible for the accuracy, legality, and quality of your Customer Materials and for obtaining any permissions, licenses, rights, and authorizations necessary for us to use, host, transmit, store, and disclose your Customer Materials in connection with the provision of Marloo.

(d) You grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and amend your Customer Materials as required for the Company to provide Marloo and to exercise or perform the Company’s rights, remedies, and obligations under this Agreement.

7.3 Third-Party Materials and Copyright

You hereby indemnify us and our Indemnified Parties from any and all Loss that we or any of our suppliers incur in respect of any third-party Claim that our possession or use of the Customer Materials infringes the IPRs or other rights of that third party.

7.4 Recording of Communications and Consent

(a) Marloo captures Recordings of meetings, calls, and other communications. Recording is initiated by, and at the direction of, the Customer (or a User acting on behalf of the Customer). The Customer is responsible, in respect of every Recording captured through Marloo, for: (i) determining whether the Recording is permitted under applicable law; (ii) obtaining all consents required from meeting participants, end-clients, and other individuals whose communications are being Recorded, including all-party consent where required under the laws of any state in which any participant is located; and (iii) maintaining records of such consents to the extent required by applicable law.

(b) The Customer warrants that, for every Recording captured through Marloo: (i) the Customer has obtained all consents required under applicable law; (ii) where required by the law of any participant’s state, the Customer has provided each participant with notice of the Recording prior to the Recording commencing; and (iii) the Customer’s use of the Recording (and of any output derived from it) will comply with all applicable laws, including federal and state laws relating to the recording, retention, or use of communications.

(c) Schedule 1 contains a sample disclosure script that the Customer may use to obtain participant consent. The sample script is provided for the Customer’s convenience only and does not relieve the Customer of its responsibility to comply with all applicable laws. The Customer remains solely responsible for determining the form, content, and timing of any consent disclosure appropriate to its jurisdiction and circumstances.

(d) Without limiting the Customer’s indemnification obligations elsewhere in this Agreement, the Customer indemnifies us and our Indemnified Parties from and against any Loss we incur in respect of any Claim by any person arising out of or in connection with: (i) any Recording captured through Marloo; (ii) the Customer’s use, disclosure, or retention of any Recording; or (iii) the alleged failure to obtain any required consent from any participant in any Recording, including any Claim arising under any federal or state law relating to the recording, retention, or use of communications (including, without limitation, Claims under California Penal Code section 632, similar all-party consent laws of other states, and the Federal Wiretap Act). This indemnity survives termination of this Agreement.

8. Customer Data and Confidential Information

8.1 Backups and Loss of Data

(a) We will maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, as further described in our Privacy Policy. You acknowledge that you are responsible for maintaining your own backups and archives of Customer Data outside Marloo, and that, except to the extent caused by our breach of this clause 8.1(a), we shall not be liable for any loss, corruption, or unauthorized acquisition of Customer Data.

(b) You must indemnify us and our Indemnified Parties in respect of any Loss we or any of our suppliers incur in respect of any Claim that your Customer Data is lost, unavailable, or corrupted (other than where such loss, unavailability, or corruption is caused by our breach of clause 8.1(a)), or that the transmission, storage, disclosure, or access to any of your Customer Data infringes the IPRs or other rights of any person, or breaches any law, regulation, code, or standard.

8.2 Data Retention

Any Customer Materials that are made available by you in your account will continue to be available until the account is terminated, at which point such Customer Materials will be removed from Marloo in accordance with the Company’s current data retention policy and our Privacy Policy. Please contact us at support@gomarloo.com with any queries related to the deletion of Customer Data.

8.3 Confidential Information

Each party shall use reasonable measures to keep the other party's Confidential Information confidential and will not disclose it to any third party, except: (a) to its employees, contractors, Subprocessors, and affiliates who need to know it for the purposes of this Agreement, provided those persons are subject to equivalent confidentiality obligations; (b) as required by applicable law or legal process; or (c) with the other party's prior written consent. Confidential Information may only be used for the purposes of this Agreement. This clause does not restrict our collection, use, or disclosure of Customer Data as otherwise permitted under this Agreement and the Privacy Policy.

9. Generative AI

Subject to clauses 7.1 and 7.2, and the following terms, conditions, limitations, and disclaimers, we may provide access to AI System tools that can generate text, images, video, sound, or other outputs in response to user-generated prompts (together, “Generative AI”).

9.1 Acknowledgment of Risks

By using any Generative AI within Marloo, and notwithstanding anything to the contrary, you agree and acknowledge that:

(a) Generative AI carries certain risks, including factually untrue outputs, biased outputs, data security vulnerabilities, IPR infringement, privacy risks, and additional license terms;

(b) Generative AI is provided through our third-party licensors and service providers (“Providers”), and we are not responsible for the acts or omissions of any Providers;

(c) inputs you provide to the Generative AI services, including any personal data or Confidential Information you choose to include within that input, will be shared with the Providers as necessary to provide the Generative AI service. We have implemented contractual and technical arrangements with our Providers that are designed to prevent the retention of those inputs beyond what is necessary to provide the Generative AI service and to prevent the use of those inputs to train the Providers’ models, except to the limited extent permitted by applicable law and our agreements with each Provider. Notwithstanding the foregoing, we cannot guarantee that all Providers operate under zero-data-retention configurations;

(d) there may be ongoing and unresolved legal disputes regarding Generative AI, including the right of Providers to ingest the data used to train the Generative AI, and we shall not be liable for any Loss suffered by you as a result of any such dispute;

(e) we provide access to Generative AI without any warranty of any kind and hereby disclaim all warranties, express or implied, regarding the Generative AI and your use thereof, including, without limitation, all warranties of merchantability, fitness for a particular purpose, and non-infringement;

(f) you are entirely responsible for any audio or other content shared, text you type in, or images or other content that you upload into the Generative AI, as well as the resulting material you generate. You acknowledge and accept that your use of the resulting material will be at your own risk and must only be used for lawful purposes; and

(g) you agree not to use the Generative AI in any manner that infringes or violates the IPR or any other rights of any third party.

9.2 Exclusion of Liability

Your use of Generative AI is at your own risk, and we shall not be liable for any Loss arising as a result of your use of Generative AI. You indemnify, hold harmless, and hereby release, acquit, and forever discharge us and our Indemnified Parties from and against any and all Claims or in respect of any Loss arising out of or relating to your use of Generative AI. The foregoing release shall be binding upon you and your successors and permitted assigns.

10. Privacy

10.1 Compliance with Laws

(a) By using Marloo, you acknowledge our use of personal information in accordance with our Privacy Policy, as amended by us from time to time.

(b) We will comply with all applicable data protection and privacy laws in any applicable jurisdiction. You must also comply with all applicable data protection, privacy, and anti-spam laws in any applicable jurisdiction. You agree to ensure that you have appropriate legal authorization for providing us with any personal information of individuals, including where necessary, obtaining their consent, so that we may collect, use, process, and disclose such information in accordance with our Privacy Policy.

10.2 US Privacy Laws and Service Provider Obligations

(a) To the extent we process personal information of US residents on behalf of the Customer that is subject to US Privacy Laws, we act as a “service provider” (or equivalent role) under those laws, and the Customer acts as the “business” (or equivalent role).

(b) When acting as a service provider, we will: (i) process personal information only for the business purposes specified in this Agreement and any documented instructions from the Customer; (ii) not sell or share personal information (as “sell” and “share” are defined under US Privacy Laws); (iii) not retain, use, or disclose personal information outside of the direct business relationship between us and the Customer or for any purpose (including any commercial purpose) other than for the business purposes specified in this Agreement, except as permitted by US Privacy Laws; (iv) not combine personal information received from the Customer with personal information received from other sources, except as permitted by US Privacy Laws; (v) implement reasonable security measures to protect personal information; and (vi) notify the Customer if we determine that we can no longer meet our obligations under US Privacy Laws.

(c) We will provide reasonable cooperation to assist the Customer in responding to verifiable consumer requests received under US Privacy Laws, including requests to know, delete, correct, or limit use of personal information, to the extent the Customer is unable to fulfill such requests on its own. The Customer is responsible for fronting and verifying such consumer requests.

(d) We may engage Subprocessors to assist us in performing our obligations under this Agreement. Our use of Subprocessors will be subject to written agreements requiring the Subprocessors to comply with terms substantially equivalent to those set out in this clause 10.2 with respect to the personal information they process on our behalf. A current list of Subprocessors is available at https://trust.marloo.com/subprocessors.

(e) We will satisfy any compliance verification obligations under this clause 10.2 (upon the Customer’s reasonable written request and no more frequently than once per year, except in the case of a Security Incident) through reasonable means, which may include our provision of our most recent SOC 2 Type 2 report and responses to a reasonable security questionnaire. Onsite audits and audits by third-party auditors are not included and, if required by the Customer’s regulatory obligations, will be discussed and agreed separately.

10.3 Statistical Information

(a) We may compile statistical information related to the use and performance of Marloo, may generate insights with this statistical information, and may make such statistical information publicly available, provided such information does not:

(i) incorporate your personal information or identify you or any other individual; and

(ii) originate or derive directly from your Confidential Information.

(b) We retain all Intellectual Property Rights in statistical information adapted, derived, aggregated, compiled, or generated from the use and performance of Marloo, for example, insights determined through our machine learning algorithms or other artificial intelligence features that are enhanced by us.

10.4 Subprocessors

A current list of Subprocessors is maintained at https://trust.marloo.com/subprocessors. We will provide the Customer with a mechanism to receive notice of material changes to the Subprocessor list. The Customer’s sole and exclusive remedy if the Customer reasonably objects to a new Subprocessor is to terminate the Agreement in accordance with clause 12.1.

11. Liability

This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and subcontractors) to you:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of Marloo or any part of it; and

(c) in respect of any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.1 Limitation

Our total aggregate liability in contract (including in respect of the indemnities at clause 7.1(h)), tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this Agreement, shall be limited to the total Subscription Fees paid for subscriptions during the twelve (12) months immediately preceding the earliest event or occurrence giving rise to liability under this Agreement.

11.2 Exceptions to the Limitations

Nothing in this Agreement excludes or limits the liability of either party:

(a) for death or personal injury caused by its negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) for any liability that cannot be excluded or limited under applicable law.

Nothing in this Agreement excludes or limits the liability of you or the Customer arising out of your indemnification obligations under this Agreement (including under clause 7.4), or your breach of clause 5 (What you cannot do with Marloo).

11.3 Exclusions of Liability

Except as expressly and specifically provided in this Agreement:

(a) Marloo is provided on an “as is” basis and you assume sole responsibility for results obtained from the use of Marloo, and for conclusions drawn from such use. We shall have no liability for any Loss caused by errors or omissions in any information, instructions, or scripts provided or inputted by you in connection with your use of Marloo, or any actions taken by us at your direction;

(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;

(c) we shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise, for any Consequential Loss, or any of the following Losses whether direct or indirect: profits, business or revenue, goodwill, or data (including by corruption), or for any pure economic loss; however arising under this Agreement;

(d) neither party shall have any liability for any matter beyond its reasonable control, such as for third-party software failures and telecommunications network faults;

(e) we are not responsible for, and assume no liability for, the content of Customer Materials, or the use of or reliance on any content, goods, or services available through or accessed via third-party websites, plug-ins, extensions, or applications that may appear on Marloo, as described in clause 14; and

(f) we shall not be liable as a result of any downtime or unavailability of Marloo for any reason.

12. Term and Termination

12.1 Termination for Convenience

(a) This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the date on which you register your Marloo User Account and shall continue unless:

(i) either party gives the other party not less than thirty (30) days’ written notice, such notice not to expire until the end of the then-current Subscription Term; or

(ii) otherwise terminated in accordance with the provisions of this Agreement.

12.2 Termination due to Amendments

If the Company has amended Marloo in accordance with clause 6.3 or clause 13, the Customer may terminate this Agreement in accordance with the provisions of clause 13.

12.3 Termination for Cause

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

(b) the other party fails to pay any amount due under this Agreement on or before the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or

(c) the other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law; (ii) consents to the entry of an order for relief in an involuntary case under any such law; (iii) consents to the appointment of, or taking possession by, a receiver, trustee, or other custodian for all or a substantial part of its property; or (iv) has any involuntary case or proceeding commenced against it that is not dismissed within sixty (60) days.

12.4 Effects of Termination

(a) On termination of this Agreement for any reason:

(i) all rights and licenses granted under this Agreement shall immediately terminate;

(ii) each party shall return and make no further use of any equipment, property, documentation, and other items (and all copies of them) belonging to the other party;

(iii) subject to the Company’s obligations under US Privacy Laws, and the Privacy Policy, the Company may destroy or otherwise dispose of any of the Customer Data in its possession unless the Company receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then-most-recent backup of the Customer Data. The Company shall use reasonable commercial endeavors to deliver the backup to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning Customer Data;

(iv) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination, shall not be affected or prejudiced; and

(v) the following clauses shall survive termination: clause 1 (definitions and interpretation), clause 7.1(other than clause 7.1(f)), clause 7.2(b) and (c), clause 7.4 (recording consent indemnity), clauses 8.2, 8.3 and 9, clauses 10.3, 10.4, and 10.5, clause 11, this clause 12.4, clauses 13 to 17, clause 18 (dispute resolution and arbitration), and clause 19.

(b) If you terminate the Agreement for convenience, or we terminate this Agreement for cause, you will not be entitled to any refund of Subscription Fees paid in advance, and any unpaid Subscription Fees shall become due and payable immediately upon such termination.

13. Amendments

(a) We may change these Terms from time to time in our sole discretion. If we do so, we will post the revised Terms on the Site and Marloo. We may also give notice by other means, such as a message in the Marloo application or by email. Subject to our compliance with clause 13(b) below in the case of material amendments, amendments will be effective immediately upon publication on Marloo, which you acknowledge constitutes sufficient notice of any amendment. The continued use of Marloo following such notification represents an agreement to be bound by these Terms as amended.

(b) When an amendment will result in a material change to the relationship between you and us, we will provide a minimum of thirty (30) days’ prior written notice. Failure to cancel or respond to the notice within thirty (30) days will be deemed agreement to continued use of Marloo under the Terms as amended. You shall discontinue use of Marloo if you disagree with a notified material change. When an amendment does not materially change the relationship between you and us, we may change the Terms without notice by following the procedures explained in this clause 13.

14. Links to Other Websites

Marloo may contain links to third-party websites, plug-ins, extensions, and applications that we do not own or control. We do not represent, recommend, or endorse these websites, plug-ins, or applications. Accessing these websites, plug-ins, extensions, or applications will be at your own risk. We encourage you to read their terms of use or service and privacy policies so that you understand how they may collect and process your personal information.

15. Notices

(a) Any notices issued from us to you, or from you to us, shall be in writing and sent by email. When sent from us to you, we shall use your contact details for your Marloo User Account.

(b) For legal notices, including notices under clauses 12 and 18, please contact us at compliance@gomarloo.com.

(c) Any notice sent via email shall be deemed delivered on the date of transmission, provided that no failure-of-delivery message is received by the sender within twenty-four (24) hours of transmission. If a failure-of-delivery message is received, the notice will be deemed delivered when re-sent successfully or delivered by any other reasonable means.

(d) We may send you emails or other electronic messages concerning your Marloo User Account and Marloo from time to time.

16. How to Reach Us

You can email our customer support team at support@gomarloo.com and we will answer any questions you may have.

17. Laws that Apply

(a) This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of clause 18.

(b) Subject to clause 18, you submit to the non-exclusive jurisdiction of the state and federal courts located in Delaware.

18. Dispute Resolution and Arbitration

18.1 Informal Negotiation

Before either party may commence arbitration, the party with a dispute shall send written notice to the other party describing the dispute and the relief sought. The parties shall attempt in good faith to resolve the dispute informally for a period of thirty (30) days from the date of the notice.

18.2 Binding Arbitration

Except as set out in clause 18.5, any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved through informal negotiation will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.

18.3 Arbitration Procedure

The arbitration will be conducted by a single arbitrator. The seat of the arbitration will be Wilmington, Delaware. The arbitration may be conducted by videoconference as appropriate. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

18.4 Class Action and Jury Trial Waiver

EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL.

18.5 Carve-Outs

Notwithstanding clause 18.2, either party may: (a) bring a claim in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in court to protect IPRs, Confidential Information, or Customer Data, or to enforce the restrictions in clauses 5 and 7.4.

18.6 Severability

If the class action waiver in clause 18.4 is found unenforceable, then the entirety of this clause 18 is void, and any dispute will be resolved in the courts identified in clause 17(b), without prejudice to the parties’ other rights and remedies.

19. General

(a) Severability: If any part of this Agreement is deemed invalid by a court of competent jurisdiction or arbitrator, the remainder of this Agreement is still enforceable.

(b) Relationship: No employment, agency, fiduciary, joint venture, or partnership relationship is formed by this Agreement.

(c) Assignment: You may not assign, transfer, license, or novate your rights or obligations under this Agreement without our prior written consent. We may assign, transfer, license, or novate our rights or obligations under this Agreement at any time, including to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

(d) Entire Agreement: This Agreement constitutes the entire agreement between you and us about its subject matter and supersedes all other proposals, arrangements, representations, and agreements between you and us about its subject matter.

(e) Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver.

(f) Export control. You will comply with all applicable US export-control and trade-sanctions laws (administered by, among others, the US Department of Commerce, the US Department of the Treasury’s Office of Foreign Assets Control, and the US Department of State) in your use of Marloo.

Schedule 1 — Recording Consent Disclosure Script (sample)

This Schedule provides a sample disclosure script that the Customer may use to obtain consent from meeting participants and end-clients before Recording communications through Marloo. The script is provided for the Customer’s convenience only and does not relieve the Customer of its responsibility under clause 7.4 to comply with all applicable laws relating to the Recording, retention, and use of communications. The Customer is responsible for adapting this script as appropriate to the state in which any Recording is being made and to the parties to the communication.

Sample verbal disclosure (to be made at the start of the meeting or call):

“Before we begin, I want to let you know that this meeting [or: call] is being recorded and transcribed using an AI tool called Marloo. This tool helps me to take accurate notes and prepare follow-up materials for our work together. The recording and transcript will be kept securely and used to support our advice relationship. Do you consent to the recording?”

If a participant does not consent:

The Customer must not initiate the Recording or, if a Recording has already been initiated, must stop it immediately and delete any portion that was captured.

Record-keeping for consent:

The Customer should keep a record of consents obtained, including (where practicable):

(a) the date and time of the meeting or call;

(b) the names of all participants;

(c) confirmation that each participant was informed of the Recording and consented to it; and

(d) any participant who did not consent (in which case no Recording should have occurred).

Platform-level recording notifications:

For meetings conducted via Zoom, Microsoft Teams, Webex, Google Meet, or similar platforms, the Customer must also ensure that any platform-level Recording notification or consent mechanism is enabled when required by the applicable state’s laws.

State-specific note:

Several US states impose consent requirements, in some cases requiring the consent of all parties to a communication, before it may be recorded. When any meeting participant is located in such a state, the Customer must obtain that participant’s consent before any Recording commences. The Customer is solely responsible for determining the laws applicable to each Recording and for complying with them.