Master Subscription Agreement (B2B)

Last updated: February 2026

1. Parties

Provider: Laura Otto Solutions (“Provider”, “we”, “us”).
Customer: the legal entity ordering the Subscription under an Order Form (“Customer”, “you”).

2. Definitions

• “Affiliate” — any entity that controls, is controlled by, or is under common control with a Party.
• “Documentation” — Provider’s user documentation and release notes for the Service.
• “Order Form” — an ordering document, quote, checkout confirmation, or other ordering flow that references this Agreement and describes Commercial Terms.
• “Commercial Terms” — pricing, Subscription term, billing cycle, licence limits (users, usage quotas), and any plan features as set out in the Order Form.
• “Service” — the Market Signal SaaS web application and associated components provided under the Subscription, including Updates.
• “Subscription” — the time-limited right to access and use the Service under this Agreement and the applicable Order Form.
• “Update(s)” — patches, fixes, improvements, and security updates to the Service.
• “Confidential Information” — non-public information disclosed by a Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential.

3. Scope and precedence

3.1 Agreement structure. This Agreement sets the general terms. Each Order Form sets Commercial Terms.

3.2 Order of precedence. In case of conflict: (1) Order Form; (2) this Agreement; (3) Documentation.

3.3 Affiliates. Customer Affiliates may use the Service only if included in the applicable Order Form.

4. Subscription grant and use rights

4.1 Subject to timely payment and compliance, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term for Customer’s internal business purposes, within the limits set out in the Order Form.

4.2 Customer is responsible for controlling access and ensuring use is limited to authorised personnel.

5. Restrictions and acceptable use

Customer must not (and must not allow any third party to):

• Reverse engineer, decompile, or disassemble the Service, except where mandatory law permits.
• Rent, lease, sell, sublicense, or make the Service available to third parties (except expressly permitted Affiliates).
• Use the Service to circumvent security measures, gain unauthorised access, or for unlawful purposes.
• Use the Service or data obtained through it to train AI/ML models without proper authorisation.
• Remove or obscure proprietary notices.

6. Third-party data and AI

6.1 The Service uses third-party APIs (Reddit, DataForSEO) and AI providers (OpenAI, Anthropic). Provider complies with applicable API and provider terms. Provider is not affiliated with Reddit Inc. or other data sources.

6.2 Customer is responsible for its use of the Service and compliance with applicable law. Provider does not guarantee the continued availability of third-party data sources.

7. Fees, invoicing, and taxes

7.1 Customer will pay the fees set out in the Order Form.

7.2 Provider will invoice per the billing cycle in the Order Form. Payment terms: Net 14 days.

7.3 Fees exclude taxes unless stated otherwise. Customer is responsible for applicable taxes (including VAT) other than Provider’s income taxes.

7.4 Provider may suspend access after notice if undisputed invoices remain unpaid beyond 30 days.

8. Updates and maintenance

8.1 Provider may provide Updates during the Subscription term.

8.2 Support (best-effort). Provider may provide best-effort support via lauraottosolutions@gmail.com during Monday–Friday, 09:00–17:00 CET. Target response times (non-binding): S1 Critical: 4 business hours, S2 High: 1 business day, S3 Normal: 3 business days.

9. Intellectual property

9.1 Provider retains all right, title, and interest in and to the Service, Documentation, and related IP. No rights are granted except as expressly stated.

9.2 Customer may provide suggestions. Provider may use feedback without restriction or obligation.

10. Confidentiality

10.1 Each Party will protect the other Party’s Confidential Information using reasonable care and will use it only to perform under this Agreement.

10.2 Confidentiality does not apply to information that: (a) is public through no fault of the receiving Party; (b) was lawfully known before disclosure; (c) is lawfully received from a third party without breach; or (d) is independently developed.

10.3 A Party may disclose Confidential Information if required by law, provided it gives notice where legally permitted.

11. Data protection

11.1 Provider acts as controller for account administration, billing, usage logs, and security.

11.2 The Data Protection Addendum is available on request and forms part of the Agreement when applicable.

12. Warranties and disclaimer

12.1 Provider will use commercially reasonable efforts to provide the Service in accordance with this Agreement.

12.2 To the extent permitted by law, the Service is provided “as is” and Provider disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Insights are for informational purposes only.

13. Indemnities

13.1 IP indemnity (Provider). Provider will defend Customer against third-party claims that the unmodified Service infringes EU intellectual property rights, and will pay finally awarded damages and reasonable costs, provided Customer promptly notifies Provider and cooperates.

13.2 Exclusions. Provider has no obligation for claims arising from: (a) Customer misuse; (b) modifications not made by Provider; (c) combination with third-party products; or (d) use outside Documentation.

13.3 Customer indemnity. Customer will indemnify Provider from claims arising from Customer’s unlawful use of the Service or violation of third-party terms.

14. Limitation of liability

14.1 Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or business interruption.

14.2 Each Party’s aggregate liability under this Agreement is capped at the fees paid by Customer in the 12 months preceding the event giving rise to the claim.

14.3 The exclusions and cap do not apply to: (a) fraud or wilful misconduct; (b) liability that cannot be limited under applicable law.

15. Term and termination

15.1 This Agreement starts on the effective date of the first Order Form and continues until all Subscriptions expire or are terminated.

15.2 Either Party may terminate this Agreement on written notice if the other Party materially breaches and fails to cure within 30 days.

15.3 Upon termination, Customer must stop using the Service. Sections that by nature should survive will survive.

16. Miscellaneous

16.1 Assignment. Neither Party may assign this Agreement without the other Party’s consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.

16.2 Force majeure. Neither Party is liable for delays due to causes beyond reasonable control.

16.3 Notices. Notices to lauraottosolutions@gmail.com.

16.4 Severability. If any provision is unenforceable, the remainder remains in effect.

16.5 Entire agreement. This Agreement and Order Forms are the entire agreement and supersede prior discussions.

16.6 Amendments. Amendments must be in writing and signed by both Parties, except Provider may update policies referenced by URL for future renewals with reasonable notice.

17. Governing law and jurisdiction

This Agreement is governed by the laws of the Netherlands. The courts of Amsterdam have exclusive jurisdiction, unless mandatory law provides otherwise.