Mediacle Limited

Version 2.0 — Last updated: 4 August 2026

Important — please read

These Terms of Service ("Terms") form a legally binding contract between you and Mediacle Limited. They contain provisions that limit our liability to you, exclude all warranties, allocate risk between us, and require you to indemnify us in certain circumstances. Please read them carefully.

MARS™ is supplied to businesses only. It is not offered to, and may not be used by, consumers. By registering for an account you confirm that you are acting in the course of a business, trade, craft or profession.

By creating an account, clicking to accept these Terms, or accessing or using MARS™, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Who we are and how to contact us

1.1 MARS™ is operated by Mediacle Limited ("Mediacle", "we", "us", "our"), a company registered in England and Wales.

1.2 You may contact us at any time using the details above. Formal legal notices must be given in accordance with clause 25.

2. Definitions

In these Terms, the following expressions have the following meanings:

"Account" — the account you register in order to access the Service.

"Affiliate Data" — information contained in or made available through the MARS™ affiliate directory and discovery tools, including website and domain information, publicly available business contact details of individuals associated with those websites, traffic and ranking estimates, quality scores, competitor associations, and related metrics.

"Authorised User" — an individual employee, contractor or agent of the Customer whom the Customer permits to access the Service under its Account.

"Customer", "you", "your" — the legal entity that registers for an Account and on whose behalf the Service is used.

"Customer Data" — data and content submitted, uploaded, generated or transmitted by you or your Authorised Users through the Service, including outreach message content, campaign configurations, pipeline records, notes, brand and keyword configurations, and (where you connect a mailbox) messages sent and received through that connection.

"Data Protection Legislation" — the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and where applicable Regulation (EU) 2016/679, in each case as amended or replaced from time to time.

"DPA" — the Data Processing Agreement at Schedule 1.

"Fees" — the subscription charges payable for your Plan, as published at https://mars.mediacle.com or as otherwise agreed in writing.

"Free Plan" — the no-cost tier of the Service described in clause 8.

"Output" — any result, recommendation, score, summary, ranking, draft message, contact detail, prediction or other material generated or surfaced by the Service, including by automated or AI-assisted means.

"Plan" — the subscription tier you select (Free, Growth, Pro, Enterprise, or any successor or bespoke tier).

"Prospect" — an individual or business identified through the Service as a potential affiliate partner.

"Service" or "MARS™" — the MARS™ software-as-a-service platform, together with all associated websites, applications, integrations, documentation and support.

"Subscription Period" — the recurring monthly period for which your Plan is paid.

3. Business customers only

3.1 The Service is provided exclusively for business purposes. By registering, you represent and warrant that:

(a) you are a legal entity, sole trader, partnership or other business acting wholly in the course of your business, trade, craft or profession;

(b) you are not a consumer within the meaning of the Consumer Rights Act 2015;

(c) the individual accepting these Terms is at least 18 years old and has full authority to bind the Customer; and

(d) all registration information you provide is accurate, current and complete.

3.2 Because the Service is not supplied to consumers, the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and other consumer protection legislation do not apply to this contract. There is no statutory cooling-off period and no statutory right to cancel for a refund.

3.3 If we discover that you are in fact a consumer, or that the warranty in clause 3.1 was untrue when given, we may terminate your Account immediately without refund.

4. Registration, Accounts and Authorised Users

4.1 You must register an Account to use the Service. You must provide accurate information and keep it up to date.

4.2 You are responsible for:

(a) maintaining the confidentiality of all login credentials and API keys issued to you;

(b) all activity that occurs under your Account, whether or not authorised by you;

(c) ensuring that each Authorised User complies with these Terms; and

(d) notifying us immediately at mars@mediacle.com if you become aware of any unauthorised access to or use of your Account.

4.3 You must not share credentials between individuals, allow access by anyone who is not an Authorised User, or permit access by any competitor of Mediacle or by anyone building or evaluating a competing product.

4.4 You are liable for the acts and omissions of your Authorised Users as if they were your own.

4.5 We may refuse registration, or suspend or close any Account, at our discretion where we reasonably consider it necessary to protect the Service, other customers, third parties, or our legal position.

5. Licence and restrictions

5.1 Subject to your compliance with these Terms and payment of the Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service and the Output for your own internal business purposes for the duration of your subscription.

5.2 No other rights are granted. All rights not expressly granted are reserved.

5.3 You must not, and must not permit any third party to:

(a) copy, modify, adapt, translate, create derivative works from, or reverse engineer, decompile or disassemble any part of the Service, except to the extent such restriction is expressly prohibited by applicable law;

(b) resell, sublicense, rent, lease, distribute, or otherwise make the Service available to any third party, or use the Service to provide services to third parties, save that you may use the Service on behalf of brands you own or operate within the limits of your Plan;

(c) scrape, crawl, spider, harvest, systematically download or otherwise extract Affiliate Data or any other content from the Service other than through functionality we expressly provide, or in volumes exceeding your Plan limits;

(d) build, train, fine-tune or improve any database, dataset, model or product using Affiliate Data or the Output, or use Affiliate Data or the Output to create any product or service that competes with the Service;

(e) access the Service for the purpose of benchmarking, competitive analysis or building a similar or competing service;

(f) circumvent, disable or interfere with any usage limit, rate limit, access control, authentication or security feature;

(g) introduce any virus, worm, malicious code or other harmful material into the Service;

(h) use any automated system, bot or script to access the Service in a manner that sends more requests than a human could reasonably produce, or that degrades or disrupts the Service or its infrastructure;

(i) remove, obscure or alter any proprietary notice, trade mark or attribution; or

(j) use the Service in breach of any applicable law, regulation or licence condition.

5.4 Breach of this clause 5 is a material breach entitling us to suspend or terminate your Account immediately without refund.

6. Fees, VAT and payment

6.1 Published pricing. Current Plans and Fees are published at https://mars.mediacle.com. As at the date of these Terms the paid Plans are Growth (£199 per month), Pro (£399 per month) and Enterprise (£899 per month).

6.2 VAT. All Fees are stated exclusive of VAT. UK value added tax at the prevailing rate (currently 20%) will be added to your invoice where applicable. Where you are a business customer established outside the United Kingdom and supply a valid VAT or equivalent tax registration number, the reverse charge or other applicable treatment may apply; you are responsible for accounting for any tax due in your own jurisdiction. You are responsible for all withholding taxes, duties and levies imposed outside the United Kingdom, and all sums payable to us must be paid in full without deduction or set-off.

6.3 Payment method. Paid Plans are billed by payment card through our payment processor, Stripe Payments Europe, Ltd. and its affiliates ("Stripe"). By subscribing you authorise us and Stripe to charge your nominated card for the Fees plus applicable VAT on each renewal date, and you authorise us to store your card credentials for recurring billing. We do not receive or store your full card details; these are handled by Stripe under its own terms and privacy policy.

6.4 Automatic renewal. Paid subscriptions run for a Subscription Period of one month and renew automatically for successive monthly periods until cancelled in accordance with clause 7. Renewal occurs on the same calendar date each month (or, where that date does not exist in a given month, the last day of that month).

6.5 Failed payment. If a payment fails we may re-attempt collection, and we may suspend or restrict access to the Service without notice until payment is received. We may charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily, together with our reasonable costs of recovery. We reserve our rights under the Late Payment of Commercial Debts (Interest) Act 1998.

6.6 Price changes. We may change our Fees. We will give you at least 30 days' notice by email or in-app before any increase takes effect, and the new Fees will apply from your next renewal after that notice period. If you do not accept the change, your remedy is to cancel before the renewal date in accordance with clause 7.

6.7 Plan changes. You may upgrade at any time; the upgrade takes effect immediately and you will be charged a prorated amount for the remainder of the current Subscription Period. Downgrades take effect at the start of your next Subscription Period. Downgrading may result in loss of access to features, data and stored records that exceed the limits of the lower Plan, and we are not liable for any such loss.

6.8 Usage limits. Each Plan carries limits (contacts, emails, brands, competitors, keywords). We may throttle, queue or block activity that exceeds those limits, and may charge for overage where we have notified you of overage rates in advance.

6.9 No refunds. Except where required by law, all Fees are non-refundable. This includes Fees paid for a Subscription Period during which you cancel, stop using the Service, downgrade, or are suspended or terminated for breach. We do not provide partial or prorated refunds.

7. Term, cancellation and termination

7.1 Term. These Terms begin when you first create an Account and continue until terminated in accordance with this clause 7.

7.2 Cancellation by you. You may cancel your subscription at any time through your Account settings or by emailing mars@mediacle.com. Cancellation takes effect at the end of the Subscription Period in which you cancel. You retain access until that date. No refund is due for the remainder of that period.

7.3 Termination by us for convenience. We may terminate these Terms and your Account on 30 days' written notice, in which case we will refund any Fees you have paid covering the period after termination.

7.4 Immediate termination or suspension by us. We may suspend, restrict or terminate your Account and these Terms immediately, without notice and without refund, if:

(a) you breach clause 5 (Licence and restrictions), clause 9 (Acceptable Use), clause 10 (Outreach) or clause 11 (Regulatory compliance);

(b) you fail to pay any sum when due;

(c) we reasonably believe your use of the Service is unlawful, exposes us or any third party to legal, regulatory or reputational risk, or breaches a third party's rights;

(d) we reasonably believe your Account has been compromised;

(e) you are, or become, subject to financial sanctions, or are located in, or acting for a person located in, a sanctioned or restricted territory;

(f) you become insolvent, enter administration, liquidation, receivership or any analogous process, or cease or threaten to cease to carry on business; or

(g) we are required to do so by law, regulator, court order or a supplier on which the Service depends.

7.5 Withdrawal of the Service. We may modify, restrict or discontinue the Service or any feature at any time. Where we discontinue the Service entirely, we will give paid subscribers at least 30 days' notice and refund Fees paid for any period after the discontinuation date. This refund is your sole and exclusive remedy.

7.6 Effect of termination. On termination:

(a) all licences granted to you end immediately and you must stop using the Service and the Output;

(b) any Fees accrued or payable remain due;

(c) you must, at our request, delete or destroy all Affiliate Data in your possession derived from the Service, except where you have an independent lawful basis and record for retaining specific contact records relating to affiliates with whom you have entered into or actively negotiated a commercial relationship;

(d) we will retain Customer Data for 90 days from termination to allow you to export it, after which it will be deleted from our active systems and purged from backups in accordance with our backup rotation cycle, save where retention is required by law; and

(e) clauses 2, 5.3, 6.9, 7.6, 12, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25 and 26 survive, together with any provision that by its nature is intended to survive.

8. Free Plan

8.1 We may offer a Free Plan at £0 with limited functionality. The Free Plan is provided entirely at our discretion and entirely at your own risk.

8.2 In respect of the Free Plan:

(a) we may modify, suspend, limit, withdraw or delete the Free Plan, or any individual free Account, at any time, for any reason or no reason, without notice and without liability;

(b) we give no commitment of any kind as to availability, uptime, data retention, support, or continuity;

(c) data in a free Account may be deleted without notice, including after a period of inactivity;

(d) our total aggregate liability to any Free Plan user is limited to £100 as set out in clause 18.5; and

(e) all other provisions of these Terms, including the restrictions in clauses 5, 9, 10 and 11, apply in full.

8.3 The Free Plan may not be used to circumvent Plan limits, including by registering multiple free Accounts. We may merge, limit or close Accounts we reasonably believe are being used in this way.

9. Acceptable Use Policy

This clause 9 forms part of these Terms. Breach of it is a material breach.

9.1 You must not use the Service:

(a) for any unlawful, fraudulent, deceptive or harmful purpose;

(b) to send unsolicited communications in breach of applicable electronic marketing law, or to send communications that are misleading as to their origin, sender or purpose;

(c) to send bulk, indiscriminate or untargeted messaging, or to contact any person who has asked not to be contacted;

(d) to harass, threaten, defame, impersonate or intimidate any person;

(e) to promote gambling to persons under the legal age in the relevant jurisdiction, to persons who have self-excluded, or to persons known or reasonably suspected to be vulnerable or experiencing gambling-related harm;

(f) to market, advertise or promote gambling products in any jurisdiction where you do not hold the required licence or where such promotion is prohibited or restricted;

(g) to infringe any intellectual property, privacy, publicity, confidentiality or other right of any person;

(h) to gain unauthorised access to any system, network, account or data;

(i) to transmit malware, phishing content, or any material that is obscene, discriminatory, or that incites violence or hatred;

(j) in connection with money laundering, terrorist financing, sanctions evasion, or any activity prohibited under the Proceeds of Crime Act 2002, the Sanctions and Anti-Money Laundering Act 2018, or equivalent legislation;

(k) to enrich, augment, resell, licence or otherwise commercially exploit Affiliate Data outside your own affiliate recruitment activity; or

(l) in any way that damages, disables, overburdens or impairs the Service or interferes with any other user's use of it.

9.2 We may investigate any suspected breach. We may, without liability, remove content, suspend access, restrict functionality, or disclose information to law enforcement, regulators or affected third parties where we consider it necessary or where we are legally required to do so.

9.3 We are under no obligation to monitor your use of the Service, and any monitoring we do carry out does not create any duty of care to you or any third party.

10. Outreach: you are the sender

This clause is central to how the Service works. Please read it carefully.

10.1 MARS™ enables you to compose and send outreach communications to Prospects. Those communications are sent from your email address, either through a mailbox you connect to the Service (by OAuth or SMTP) or through our sending infrastructure configured to send on your behalf using your sending domain and identity.

10.2 You are the sender and the instigator of every communication sent through the Service. You alone decide whether to contact a Prospect, which Prospects to contact, what the message says, how frequently to follow up, and when to stop. We provide tooling; we do not decide who receives your messages or what they say.

10.3 Accordingly, you represent, warrant and undertake that, in respect of every communication you send using the Service:

(a) you have a lawful basis under the Data Protection Legislation for processing the recipient's personal data and for sending the communication, and you have carried out and documented any assessment required (including a legitimate interests assessment where relied upon);

(b) you comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 and, where applicable, the CAN-SPAM Act 2003, Canada's Anti-Spam Legislation, and any equivalent law in the recipient's jurisdiction;

(c) every message clearly identifies you as the sender, states your business identity and a valid postal address, and does not disguise or conceal your identity;

(d) every message contains a functioning and free means of opting out of further communications, and you honour every opt-out request promptly and permanently;

(e) you do not send any message to a person who has previously opted out, unsubscribed, objected, or otherwise indicated they do not wish to be contacted, whether that request was made to you or communicated to you by us;

(f) the content is accurate, not misleading, and complies with all applicable advertising, gambling and financial promotion rules; and

(g) you maintain records sufficient to demonstrate compliance with (a) to (f).

10.4 You are solely responsible for the deliverability, reputation and standing of your sending domain and IP addresses. We are not responsible for messages that are delayed, blocked, filtered, marked as spam, or not delivered, nor for any harm to your domain reputation, blacklisting, or action taken by any mailbox provider or email service.

10.5 We may, without liability, suspend or throttle your sending, or terminate your Account, where we receive complaints, detect unusual sending patterns, or where continued sending in our reasonable opinion places our infrastructure, our suppliers' infrastructure, or our legal position at risk.

10.6 Where we notify you that a person has asked to be suppressed from outreach, or where a person appears on a suppression list we make available, you must not contact that person, and you must remove them from your own systems. Continued contact after such notice is a material breach and is at your sole risk.

11. Regulatory compliance — gambling and licensing

11.1 You represent, warrant and undertake on a continuing basis that:

(a) you hold, and will maintain, all licences, permissions, registrations and authorisations required for your gambling and marketing activities in every jurisdiction in which you operate or target customers;

(b) you comply with all applicable gambling legislation, licence conditions and codes of practice, including where applicable the Gambling Act 2005, the Gambling Commission's Licence Conditions and Codes of Practice, and the CAP and BCAP advertising codes;

(c) you are not, and are not owned or controlled by, a person subject to financial sanctions under the UK, EU, US or UN sanctions regimes, and you will not use the Service in or for the benefit of any sanctioned territory or person; and

(d) you will not use the Service to market to any jurisdiction in which your product is unlawful or in which you are unlicensed.

11.2 We do not provide legal, regulatory, tax or compliance advice. Nothing in the Service or in any Output constitutes such advice. You must take your own professional advice.

11.3 We do not vet, verify, endorse, approve or accept responsibility for any Prospect, affiliate, publisher, website or third party identified through the Service. Any commercial relationship you form with a Prospect is entirely between you and that person, and we are not a party to it and have no liability in connection with it.

12. Data sources, Affiliate Data and accuracy

12.1 The Service compiles Affiliate Data from publicly accessible sources, including websites, publicly available business directories, search engine results, publicly visible social profiles, and third-party data providers including Hunter.io. Some Affiliate Data is generated by inference, estimation, pattern-matching or probabilistic modelling.

12.2 We give no warranty, representation or assurance whatsoever that Affiliate Data is accurate, current, complete, verified, deliverable, correctly attributed, or lawful to use in your circumstances. Contact details may be wrong, out of date, belong to a different person, or relate to a person who does not wish to be contacted. Metrics, scores, rankings and competitor associations are estimates only and may be materially wrong.

12.3 It is your responsibility to verify Affiliate Data before relying on it, and to satisfy yourself that your intended use is lawful in every jurisdiction relevant to you and to the recipient.

12.4 Availability and content of Affiliate Data depend on third-party sources over which we have no control. Sources may change, restrict access, withdraw data or become unavailable. Volumes, coverage and enrichment rates may fall at any time. This does not entitle you to any refund, credit or compensation.

12.5 We may remove, suppress or withhold any Affiliate Data at any time, including in response to a request from a data subject, a takedown notice, a legal or regulatory requirement, or a change in a third-party source's terms. We are not liable to you for doing so, even where this reduces the value or utility of the Service to you.

12.6 Nothing in these Terms transfers to you any ownership of Affiliate Data. Your rights in Affiliate Data are limited to the licence in clause 5.1 and end on termination.

13. AI and automated features

13.1 The Service uses artificial intelligence, machine learning, large language models and automated processing, including models operated by third parties such as OpenAI and Anthropic.

13.2 You acknowledge and agree that:

(a) Output is generated probabilistically and may be inaccurate, incomplete, outdated, biased, misleading or entirely fabricated, including by stating things that sound authoritative but are false;

(b) identical or similar inputs may produce different Outputs for different users, and Output is not unique to you;

(c) Output does not constitute advice of any kind, and no decision of any consequence should be taken on the basis of Output without independent human review and verification;

(d) you are responsible for reviewing all Output before use, and in particular for reviewing every AI-drafted message before it is sent;

(e) you are solely responsible for all consequences of using Output, including any communication sent, decision made, or relationship entered into on the basis of it; and

(f) we accept no liability whatsoever for Output, or for any act or omission based on it, to the fullest extent permitted by law.

13.3 We do not use Customer Data to train, fine-tune or improve any AI model, whether our own or a third party's. We may use aggregated, de-identified and statistical data derived from use of the Service to operate, secure, analyse and improve the Service, provided such data does not identify you, any Authorised User or any Customer.

13.4 Where Output incorporates third-party AI services, your use of the Service is also subject to those providers' acceptable use policies as they apply to end users. You must not use the Service to generate content that those policies prohibit.

14. Intellectual property

14.1 Our property. All intellectual property rights in and to the Service — including the MARS™ and Mediacle names and marks, software, source code, algorithms, models, prompts, data structures, database rights in the affiliate directory, scoring methodologies, user interface, designs, documentation and all Affiliate Data compilations — are and remain owned by us or our licensors. Nothing in these Terms transfers any such right to you.

14.2 Your data. You retain all rights in Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, display and otherwise use Customer Data for the purposes of operating, securing, supporting and improving the Service, and to the extent necessary to comply with law. This licence ends when the relevant Customer Data is deleted in accordance with clause 7.6(d).

14.3 Output. Subject to clause 12.6 and to your compliance with these Terms, you may use Output for your internal business purposes. Ownership of the underlying technology, models, methodologies and data structures remains with us.

14.4 Feedback. If you give us suggestions, feedback, feature requests or ideas about the Service, you assign all rights in them to us absolutely, and we may use them for any purpose without restriction, attribution or payment.

14.5 Publicity and use of your name and logo. By registering for any Plan, including the Free Plan, you grant us a non-exclusive, worldwide, royalty-free licence to use your company name, trading name, brand names and logos to identify you as a customer of MARS™ in our marketing and promotional materials, including on our website, in sales collateral, in presentations, at trade events and on social media. You confirm that the individual accepting these Terms has authority to grant this licence. You may withdraw this permission at any time by emailing mars@mediacle.com, and we will remove your name and logo from materials within our control within 30 days, though we are not required to recall, destroy or amend materials already distributed, printed or published.

15. Confidentiality

15.1 Each party may receive confidential information of the other. Each party will keep the other's confidential information secret, use it only for the purposes of these Terms, and disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.

15.2 These obligations do not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law, regulator or court order (in which case the disclosing party will give notice where lawfully able).

15.3 Our confidential information includes the Service's non-public functionality, pricing not published on our website, Affiliate Data, and our methodologies.

16. Third-party services and dependencies

16.1 The Service depends on third-party providers including Amazon Web Services (hosting and email delivery), Stripe (payments), Hunter.io (contact discovery and verification), OpenAI and Anthropic (AI processing), and Maxdesk.ai (support). A current list is maintained at Schedule 2.

16.2 We may add, replace or remove third-party providers at any time.

16.3 We are not liable for any act, omission, failure, outage, error, price change, restriction, suspension or termination by any third-party provider, or for any consequence to you of the same. Their services are provided subject to their own terms, and where you connect a third-party account (such as a mailbox) you are responsible for complying with that provider's terms.

16.4 The Service may link to third-party websites. We do not control and are not responsible for their content, availability, security or practices.

17. No warranties

17.1 The Service, all Affiliate Data and all Output are provided "as is" and "as available", with all faults, and without warranty of any kind.

17.2 To the fullest extent permitted by law, we exclude all conditions, warranties, representations, terms and undertakings of any kind, whether express, implied, statutory or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose, reasonable care and skill, accuracy, non-infringement, or arising from a course of dealing or trade usage.

17.3 Without limiting the above, we specifically do not warrant, guarantee or represent that:

(a) the Service will be uninterrupted, available at any particular time, timely, secure or free from error, defect, bug, vulnerability or interruption;

(b) any defect will be corrected;

(c) the Service, Affiliate Data or Output will be accurate, complete, current, reliable or fit for your purposes;

(d) the Service will meet your requirements or expectations;

(e) you will identify, contact, recruit or retain any affiliate, or achieve any level of response, engagement, deliverability, traffic, revenue, return on investment or commercial outcome;

(f) any figure, metric, illustration, benchmark, case study or sample dashboard shown in our marketing materials will be replicated in your use of the Service, all such material being illustrative only; or

(g) your use of the Service will comply with the laws applicable to you.

17.4 We give no service level commitment and no uptime guarantee. We may take the Service offline for maintenance, updates or emergency work at any time, with or without notice. No credit, refund or compensation is payable for downtime.

17.5 You are responsible for maintaining your own copies and backups of Customer Data. We do not guarantee that data will be retained, recoverable or restorable, and we are not a backup service.

17.6 Any statement made by our personnel, in our documentation, on our website, in demonstrations or in marketing material is provided for information only and does not constitute a warranty or representation, and is not incorporated into these Terms.

18. Limitation of liability

Please read this clause carefully. It limits our liability to you.

18.1 Liability we do not exclude. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded.

18.2 Types of loss we exclude entirely. Subject to clause 18.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any of the following, even if foreseeable and even if we were advised of the possibility:

(a) loss of profits, revenue, sales, business, contracts or opportunity;

(b) loss of anticipated savings;

(c) loss of, damage to, or corruption of data;

(d) loss of goodwill, reputation, domain reputation or sender reputation;

(e) business interruption or wasted expenditure, including wasted management or staff time;

(f) loss arising from your reliance on, or use of, any Affiliate Data or Output, including any inaccurate contact detail, metric, score or AI-generated content;

(g) loss arising from any communication sent, or not sent, through the Service, including any regulatory investigation, complaint, fine or penalty arising from your outreach;

(h) loss arising from the act, omission, insolvency or conduct of any affiliate, Prospect, publisher or other third party;

(i) loss arising from any third-party provider's failure, outage or change of terms; or

(j) any indirect, special, incidental, punitive or consequential loss of any kind.

18.3 Cap on all other liability — paid Plans. Subject to clauses 18.1 and 18.2, our total aggregate liability to you arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of all claims arising in any period of 12 consecutive months, is limited to 100% of the Fees actually paid by you to us in the 12 months immediately preceding the first event giving rise to the claim.

18.4 Where the first event giving rise to a claim occurs in the first 12 months of your subscription, the cap in clause 18.3 is the total Fees actually paid by you up to that date.

18.5 Cap — Free Plan. Where you use the Service on the Free Plan, our total aggregate liability to you in respect of all claims is limited to £100.

18.6 Single cap. The caps in clauses 18.3 to 18.5 are aggregate caps across all claims by you and all your Authorised Users and group companies, not per-claim caps.

18.7 Time limit. You must bring any claim against us within 12 months of the date on which you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Claims brought after that period are barred.

18.8 Reasonableness and allocation of risk. You acknowledge that: the Fees have been set on the basis of the exclusions and limits in clauses 17 and 18; those exclusions and limits reflect a fair and reasonable allocation of commercial risk between two businesses of comparable bargaining position; you are better placed than us to assess the potential losses arising from your own marketing, regulatory and commercial decisions, and to insure against them; and the exclusions and limits are reasonable for the purposes of the Unfair Contract Terms Act 1977. Each provision of clauses 17 and 18 operates separately: if any is held unenforceable, the remainder continue to apply.

18.9 Nothing in this clause 18 limits your liability to pay Fees, or your liability under clause 19.

19. Indemnity

19.1 You will indemnify us, our group companies, and our and their officers, employees, agents and suppliers, and keep them indemnified, on demand and in full, against all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

(a) your use of the Service, Affiliate Data or Output;

(b) any communication sent by you or on your behalf through the Service, including any claim, complaint, regulatory investigation, enforcement action or fine relating to unsolicited communications, data protection, or advertising standards;

(c) your breach of these Terms, including clauses 5, 9, 10 and 11;

(d) your breach of the Data Protection Legislation or of Schedule 1;

(e) your breach of any applicable gambling, advertising, marketing, sanctions, anti-bribery or anti-money laundering law or licence condition;

(f) any claim by a third party (including a Prospect, affiliate, data subject, regulator or Authorised User) relating to your use of the Service; or

(g) any claim that Customer Data infringes a third party's rights.

19.2 We will notify you of any claim we intend to make under this clause and will not settle it without your prior written consent, such consent not to be unreasonably withheld or delayed. We are entitled to control the conduct of the defence, and you will provide reasonable assistance at your own cost.

19.3 This indemnity is uncapped and survives termination.

20. Data protection

20.1 Each party will comply with the Data Protection Legislation in respect of its processing of personal data in connection with the Service.

20.2 The parties acknowledge the following allocation of roles:

(a) Mediacle as controller — in respect of Affiliate Data, which we compile, verify and maintain for our own purposes as an independent controller. Our processing of that data is described in our Prospect Data Notice at https://mars.mediacle.com/prospect-data;

(b) Mediacle as processor — in respect of Customer Data, including outreach content, mailbox content, pipeline records, and any Affiliate Data you select, save, enrich, act upon or communicate with inside your workspace, which we process on your documented instructions under the DPA at Schedule 1;

(c) Mediacle as controller — in respect of Account, billing, security, support and usage data, as described in our Privacy Policy at https://mars.mediacle.com/privacy;

(d) Customer as controller — in respect of all personal data you process using the Service, including every Prospect you choose to contact. From the moment you select a Prospect for outreach, you determine the purposes and means of processing that person's data and you are the controller of it.

20.3 You are responsible for establishing and documenting a lawful basis for your own processing, for providing any notice required under Articles 13 and 14 of the UK GDPR to individuals you contact, for handling data subject requests you receive, and for maintaining your own records of processing.

20.4 Schedule 1 (Data Processing Agreement) is incorporated into these Terms and takes effect automatically on your acceptance of these Terms. No separate signature is required. Where you require us to execute a separate data processing agreement, Schedule 1 will prevail in the event of conflict unless we agree otherwise in a document signed by an authorised signatory of Mediacle Limited.

21. Changes to these Terms

21.1 We may amend these Terms from time to time. The current version is always published at https://mars.mediacle.com/terms.

21.2 For material changes we will give you at least 30 days' notice by email or in-app notification before they take effect. Non-material changes (including corrections, clarifications and changes required by law) take effect on publication.

21.3 Your continued use of the Service after a change takes effect constitutes acceptance. If you do not accept a change, your sole remedy is to cancel in accordance with clause 7.2 before it takes effect.

22. Force majeure

22.1 We are not liable for any failure or delay in performing our obligations caused by an event beyond our reasonable control, including act of God, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial action, government or regulatory action, sanctions, failure of utilities or telecommunications, internet or hosting provider failure, cyber attack, denial of service attack, or the act or omission of any third-party supplier.

22.2 If such an event continues for more than 60 days, either party may terminate these Terms on written notice.

23. Assignment and subcontracting

23.1 You may not assign, transfer, charge, subcontract or otherwise deal with any of your rights or obligations under these Terms without our prior written consent.

23.2 We may assign, transfer or novate any of our rights and obligations, including in connection with a merger, acquisition, reorganisation or sale of assets, and may subcontract performance provided we remain responsible for our subcontractors' acts and omissions in relation to our obligations to you.

24. General

24.1 Entire agreement. These Terms, together with their Schedules, the Privacy Policy and the Prospect Data Notice, constitute the entire agreement between us and supersede all prior agreements, representations, proposals, demonstrations and understandings. You confirm that you have not relied on any statement, representation, assurance or warranty that is not expressly set out in these Terms. Nothing in this clause limits liability for fraudulent misrepresentation.

24.2 Order of precedence. In the event of conflict, the order of precedence is: (1) any order form or written agreement signed by an authorised signatory of Mediacle Limited; (2) Schedule 1 (DPA); (3) the body of these Terms; (4) any other document.

24.3 No purchase orders. Any terms you seek to impose, including on a purchase order, vendor portal, supplier questionnaire or other document, are excluded and of no effect unless expressly accepted in writing by an authorised signatory of Mediacle Limited.

24.4 Severance. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted. The remaining provisions continue in full force.

24.5 Waiver. No failure or delay in exercising a right is a waiver of it. No waiver is effective unless in writing.

24.6 No partnership or agency. Nothing creates a partnership, joint venture, agency or employment relationship.

24.7 Third party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that our group companies, officers, employees and suppliers may enforce clauses 18 and 19. The parties may vary or rescind these Terms without the consent of any third party.

24.8 Counterparts and electronic acceptance. Acceptance by clicking, checkbox, or continued use has the same effect as a signed written agreement.

25. Notices

25.1 Notices to us must be sent by email to mars@mediacle.com and, where the notice relates to termination, breach, indemnity or legal proceedings, also by post to: Mediacle Limited, 16 Upper Woburn Place, London, WC1H 0BS, United Kingdom.

25.2 Notices to you will be sent to the email address registered on your Account or given in-app. It is your responsibility to keep that address current.

25.3 Notices sent by email are deemed received at the time of transmission, or if sent outside business hours, at 9.00 am on the next business day. Notices sent by post are deemed received on the second business day after posting.

25.4 This clause does not apply to the service of proceedings or other documents in legal action.

26. Governing law and jurisdiction

26.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, are governed by and construed in accordance with the law of England and Wales.

26.2 Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

26.3 Nothing in this clause prevents us from seeking injunctive or other equitable relief in any jurisdiction to protect our intellectual property, confidential information or Affiliate Data.

This Schedule forms part of the Terms and applies where Mediacle processes personal data as processor on behalf of the Customer. It is incorporated automatically on acceptance of the Terms.

1. Roles

1.1 In respect of Customer Data, the Customer is the controller and Mediacle is the processor.

1.2 In respect of Affiliate Data as held in the MARS™ directory before the Customer selects or acts upon it, Mediacle is an independent controller. Once the Customer selects, saves, enriches, annotates or contacts a Prospect, the Customer becomes an independent controller of that personal data for its own purposes, and Mediacle processes it as processor on the Customer's instructions in connection with the Customer's workspace and outreach.

1.3 The parties are not joint controllers. Neither party's processing as controller is subject to the other's instructions.

2. Subject matter and details of processing

3. Mediacle's obligations

Mediacle will:

(a) process personal data only on the Customer's documented instructions, which are the Terms, this Schedule, and the Customer's configuration and use of the Service, unless required otherwise by law (in which case Mediacle will inform the Customer unless legally prohibited);

(b) ensure that personnel authorised to process the personal data are subject to a duty of confidentiality;

(c) implement the technical and organisational measures described in Annex A;

(d) not engage a sub-processor except in accordance with paragraph 4;

(e) taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as reasonably possible, in responding to data subject requests under Chapter III of the UK GDPR;

(f) assist the Customer, taking into account the nature of processing and the information available to Mediacle, with its obligations under Articles 32 to 36 of the UK GDPR (security, breach notification, impact assessments and prior consultation);

(g) notify the Customer without undue delay, and in any event within 72 hours, after becoming aware of a personal data breach affecting Customer Data, providing the information reasonably available to it;

(h) at the Customer's choice, delete or return Customer Data at the end of the provision of services, in accordance with clause 7.6(d) of the Terms, save where storage is required by law; and

(i) make available to the Customer information reasonably necessary to demonstrate compliance with this Schedule and Article 28 of the UK GDPR.

Audit. Mediacle will allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, subject to: no more than one audit in any 12-month period unless required by a supervisory authority or following a personal data breach; at least 30 days' written notice; conduct during business hours in a manner that does not disrupt Mediacle's operations; the auditor signing appropriate confidentiality undertakings and not being a competitor of Mediacle; and the Customer bearing its own and Mediacle's reasonable costs. Mediacle may satisfy an audit request by providing written responses to a reasonable security questionnaire.

4. Sub-processors

4.1 The Customer gives general written authorisation to Mediacle's engagement of sub-processors.

4.2 The current sub-processors are listed at Schedule 2. Mediacle will give the Customer at least 14 days' notice by email or in-app before adding or replacing a sub-processor.

4.3 The Customer may object on reasonable data protection grounds within 14 days of notice. The parties will discuss in good faith. If no resolution is reached, the Customer's sole remedy is to terminate the affected part of the Service on written notice, with a pro-rata refund of prepaid Fees for the unused portion of the then-current Subscription Period.

4.4 Mediacle will impose on each sub-processor data protection obligations no less protective than those in this Schedule, and remains liable to the Customer for its sub-processors' performance of those obligations.

5. International transfers

5.1 Personal data may be transferred to and processed in countries outside the United Kingdom and the European Economic Area, including the United States, as a consequence of the sub-processors listed at Schedule 2 and the global infrastructure on which the Service operates.

5.2 Where personal data is transferred out of the UK to a country not covered by UK adequacy regulations, the transfer is made under the UK International Data Transfer Agreement (IDTA), or the EU Standard Contractual Clauses as supplemented by the UK International Data Transfer Addendum, together with any additional safeguards identified by a transfer risk assessment.

5.3 Where personal data subject to the EU GDPR is transferred out of the EEA, the transfer is made under the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (controller to processor) or Module Three (processor to processor) as applicable, which are incorporated into this Schedule by reference. For the purposes of those clauses: the Customer is the data exporter, Mediacle is the data importer; the optional docking clause applies; the governing law is the law of Ireland; the forum is the courts of Ireland; Annexes I, II and III are populated by paragraph 2, Annex A and Schedule 2 of this Schedule respectively; and the period for sub-processor notice is 14 days.

6. Customer obligations

6.1 The Customer warrants that:

(a) it has a valid lawful basis for all processing it instructs;

(b) it has provided all notices and obtained all consents required by law;

(c) its instructions do not cause Mediacle to breach the Data Protection Legislation;

(d) it will not upload special category data, criminal offence data, or the personal data of children; and

(e) it will comply with paragraph 10 of the Terms in respect of all outreach.

6.2 The Customer will indemnify Mediacle in accordance with clause 19 of the Terms in respect of any breach of this paragraph 6.

7. Liability

7.1 The liability of each party under this Schedule is subject to the exclusions and limitations in clause 18 of the Terms, save to the extent that limitation is prohibited by the Data Protection Legislation.

Annex A — Technical and organisational measures

Mediacle maintains the following measures. Mediacle holds no security certification and makes no representation of certification or accreditation. Measures may be updated provided the level of security is not materially reduced.

Infrastructure. The Service is hosted on Amazon Web Services in secure, access-controlled data centres. Mediacle relies on AWS's physical and environmental security controls.

Encryption. Data in transit is encrypted using TLS. Data at rest is encrypted using AWS-managed encryption.

Access control. Access to production systems is restricted to authorised personnel on a least-privilege basis, using individual named accounts. Multi-factor authentication is available to Authorised Users and required for administrative access to production infrastructure.

Segregation. Customer workspaces are logically separated within the platform.

Passwords. Account passwords are stored using a one-way cryptographic hash. Mediacle personnel cannot retrieve a user's password.

Backups. Automated backups are taken on a regular cycle and retained on a rolling basis.

Personnel. Personnel with access to personal data are subject to written confidentiality obligations.

Logging. Application and access logs are retained to support security monitoring and incident investigation.

Incident response. Mediacle maintains an internal process for identifying, assessing, escalating and notifying personal data breaches.

Sub-processor diligence. Sub-processors are engaged under contracts containing data protection terms and, where applicable, transfer safeguards.

Current as at 4 August 2026.

Mediacle does not permit any AI sub-processor to use Customer Data to train or improve its models.

Acceptance

By clicking to accept, checking the acceptance box on the sign-up form, or accessing or using MARS™, you confirm that you have read, understood and agree to be bound by these Terms of Service, including Schedule 1 (Data Processing Agreement) and Schedule 2 (Sub-processors).

Mediacle Limited · Registered in England and Wales No. 08757407 · VAT No. GB178524870 16 Upper Woburn Place, London, WC1H 0BS, United Kingdom · mars@mediacle.com