Terms Of Service

Effective Date: November 4, 2025
Last Updated: May 4, 2026

PURPOSE

This Terms of Service governs the provision of Services by Tessera AI Limited (“Tessera”) to the customer identified in the applicable Statement of Work (“Customer”). It establishes the commercial, legal, and data obligations between both parties. All specific pricing, service scope, and term details are set out in the applicable Statement of Work.

1. DEFINITIONS

“Agreement” means this Terms of Service together with all Statements of Work and any schedules or addenda incorporated herein.

“Confidential Information” means any information disclosed by one Party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to pricing, technical specifications, business plans, and Customer Data.

“Customer Data” means all data, content, and information uploaded to, processed by, or generated through the Services by Customer or its authorised Users, including influencer data provided by Customer.

“Data Protection Laws” means all applicable data protection and privacy legislation binding on either Party, including the UK GDPR, the UK Data Protection Act 2018, the EU General Data Protection Regulation (2016/679) (where applicable), and the California Consumer Privacy Act as amended by the CPRA (where applicable).

“Personal Data” has the meaning given to it under applicable Data Protection Laws, and includes any information relating to an identified or identifiable natural person contained within Customer Data.

“Services” means Tessera’s software-as-a-service products, including the Tracker Agent, related tools, integrations, and any other offerings specified in a Statement of Work.

“Statement of Work (SOW)” means a document executed by the Parties specifying the Services, pricing, and applicable terms, each of which is incorporated into this Agreement.

“Start Date” means the date on which the Services commence as specified in the applicable Statement of Work.

“User” means an individual who has connected an email account to the Services and whose email communications are actively processed by the Tessera platform. Fees are charged on a per-User basis. Individuals who access campaign trackers or other outputs of the Services without connecting an email account are not Users for billing purposes.

“Usage Allowance” means the aggregate monthly allocation of Tessera credits available to Customer across all Users, calculated as the per-User allocation multiplied by the number of Users provisioned or otherwise agreed total credits. The Usage Allowance is pooled at the account level and may be consumed by any combination of Users. Tessera credits are a unit of measure used to track consumption of the Services, the composition of which Tessera may define and update from time to time.

“Parties” means Tessera and Customer collectively, and “Party” means either one of them.

2. SCOPE OF SERVICES

Tessera shall provide the Services as described in one or more Statements of Work executed by the Parties. Each Statement of Work is incorporated into and governed by this Agreement. In the event of a conflict between this Agreement and a Statement of Work, the terms of this Agreement shall prevail unless the Statement of Work expressly states otherwise. Customer acknowledges that the Services may involve integrations with third-party systems and consents to Tessera’s use of necessary APIs and data to deliver the Services.

3. FEES AND PAYMENT

Customer shall pay the fees specified in each Statement of Work. Fees are based on User subscriptions and are non-refundable except as expressly stated in this Agreement or the applicable Statement of Work. Invoices are due within thirty (30) days of issue. Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid in full. All fees are exclusive of VAT and applicable taxes, which shall be borne by Customer. Tessera reserves the right to increase fees during any committed contract term by up to ten percent (10%) per annum, provided it gives Customer not less than sixty (60) days’ prior written notice of such increase, with the increase taking effect from the date specified in that notice. At the commencement of any renewal term, Tessera may increase fees by any amount by providing written notice no less than sixty (60) days prior to the relevant renewal date; where Customer does not accept the revised pricing, Customer may terminate this Agreement by written notice received by Tessera before that renewal date. Each User subscription contributes to Customer’s Usage Allowance. The Usage Allowance is pooled at the account level and may be consumed by any combination of Users; usage by an individual User in excess of the per-User allocation does not, of itself, trigger any overage fee, provided that Customer’s aggregate consumption remains within the Usage Allowance. Where no Usage Allowance is specified in a Statement of Work, usage is subject to Tessera’s published Usage Policy, which Tessera may introduce and update by providing Customer with no less than sixty (60) days’ prior written notice. Where Customer’s aggregate credit consumption across all Users exceeds the Usage Allowance in any calendar month, Tessera reserves the right to charge overage fees at the rates specified in the applicable Statement of Work or as otherwise notified to Customer in writing. Tessera may, at its discretion, notify Customer when aggregate usage is approaching the Usage Allowance. Overage fees shall be invoiced monthly in arrears and are subject to the same payment terms as subscription fees.

4. CUSTOMER OBLIGATIONS

Customer shall provide all necessary cooperation and access required for Tessera to deliver the Services, including granting secure permissions for integrations. Customer shall use the Services only for lawful purposes and in accordance with this Agreement. Customer shall not reverse engineer, decompile, resell, or sublicense the Services, or use the Services to build a competing product. Customer represents and warrants that it has obtained all necessary rights, licences, and consents for any data shared with Tessera, including in respect of any personal data of third parties such as influencers. Customer acknowledges that the Services depend on continued access to Customer’s third-party platforms and that any interruption to such access may affect Service delivery.

5. INTELLECTUAL PROPERTY RIGHTS

Tessera retains all intellectual property rights in the Services, software, documentation, and underlying technology. Customer is granted a non-exclusive, non-transferable, revocable licence to access and use the Services during the subscription term for its internal business purposes only. Customer retains all right, title, and interest in and to Customer Data. Customer grants Tessera a limited licence to use Customer Data solely as necessary to provide the Services and as otherwise permitted under this Agreement. Any feedback or suggestions provided by Customer regarding the Services may be used by Tessera without restriction or compensation. Tessera retains all right, title, and interest in and to any improvements, enhancements, and derivative works of the Services developed in the course of providing the Services, including those influenced by Customer’s usage patterns or feedback, and nothing in this Agreement shall be construed to grant Customer any ownership interest in such developments. Tessera may use aggregated and fully anonymised data derived from the Services to train AI models and improve features, functionality, and benchmarking capabilities of the Services, provided that such data does not identify Customer, any individual User, or any influencer.

6. CONFIDENTIALITY

Each Party shall keep confidential all Confidential Information of the other Party and shall not disclose it to any third party without prior written consent, except to employees, contractors, or subprocessors who need to know such information to perform obligations under this Agreement and who are bound by equivalent confidentiality obligations. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time of disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the receiving Party gives prompt prior written notice to the disclosing Party where lawfully permitted to do so. Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

7. DATA PROTECTION, SECURITY, AND PROCESSING

7.1 Each Party shall comply with applicable Data Protection Laws in connection with this Agreement. For the purposes of UK GDPR and EU GDPR, Customer is the data controller of Personal Data within Customer Data, and Tessera acts as a data processor when processing such Personal Data solely to deliver the Services on Customer’s instructions. Where Tessera processes anonymised or aggregated data derived from the Services to train AI models, improve features and functionality of the Services, and for analytics and benchmarking, Tessera acts as an independent data controller for such processing, provided always that such data cannot identify any individual or Customer.

7.2 Tessera shall process Personal Data only on documented instructions from Customer, which Customer provides through its use of the Services and as set out in this Agreement. Tessera shall promptly notify Customer if it believes any instruction infringes applicable Data Protection Laws. Customer authorises Tessera to collect, store, transmit, and analyse Customer Data as necessary to operate the Services. Tessera may use anonymised and aggregated data to train AI models, improve features and functionality of the Services, and for analytics and benchmarking, provided no individual or Customer is identifiable from such data.

7.3 Tessera shall implement and maintain appropriate technical and organisational security measures designed to protect Personal Data against unauthorised or unlawful access, disclosure, alteration, loss, or destruction. Such measures shall include, at a minimum: encryption of Personal Data in transit and at rest; role-based access controls and, where appropriate, multi-factor authentication for personnel accessing Personal Data; regular security assessments and vulnerability reviews; and a documented incident response plan. Customer acknowledges that third-party integrations required to deliver the Services involve data processing by those third-party providers under their own terms.

7.4 Tessera may engage subprocessors to assist in delivering the Services. Tessera shall maintain a list of current subprocessors and make it available to Customer upon request. Tessera shall provide Customer with no less than fourteen (14) days’ prior written notice of any intended changes to its subprocessors. Customer may object to a new subprocessor on reasonable data protection grounds by written notice within fourteen (14) days of notification; the Parties shall work together in good faith to resolve such objection. Tessera remains responsible for each subprocessor’s compliance with this Section 7.

7.5 Tessera shall notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any confirmed or reasonably suspected breach of security affecting Personal Data. Such notification shall include: the nature of the breach; the categories and approximate number of data subjects and records affected; the likely consequences of the breach; and the measures taken or proposed to address the breach and mitigate its effects. Tessera shall cooperate fully with Customer in connection with any resulting regulatory notification obligations.

7.6 Tessera shall assist Customer in responding to data subject rights requests under applicable Data Protection Laws, including requests for access, rectification, erasure, restriction, objection, and data portability, to the extent technically feasible and within Tessera’s reasonable control. Tessera shall promptly forward any such request received directly from a data subject to Customer.

7.7 Where Tessera transfers Personal Data from the United Kingdom to countries not subject to a UK adequacy decision, such transfers shall be made in accordance with the UK International Data Transfer Agreement (IDTA) or such other lawful transfer mechanism as may be required by applicable Data Protection Laws at the relevant time. Where EU GDPR applies and transfers occur from the European Economic Area, Standard Contractual Clauses approved by the European Commission shall apply.

7.8 Upon Customer’s reasonable written request, Tessera shall make available relevant security documentation or summary compliance information to enable Customer to verify Tessera’s compliance with this Section 7. Where Tessera has obtained independent certifications such as ISO 27001 or SOC 2 Type II, copies or summaries shall be included in such disclosure.

7.9 Upon termination or expiry of this Agreement, Tessera shall irreversibly anonymise all Customer Data in its possession within sixty (60) days of the termination date. Tessera may retain and use such anonymised data indefinitely to train AI models, improve features and functionality of the Services, and for analytics and benchmarking in accordance with Section 5. Where retention of Customer Data in identifiable form is required by applicable law or binding regulatory obligation beyond that period, Tessera shall notify Customer in writing of the specific legal basis and anticipated duration of any such continued retention.

8. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until terminated in accordance with its terms. Customer may not terminate this Agreement or any Statement of Work for convenience during any committed subscription term specified in the applicable Statement of Work. Where a Statement of Work provides for an initial cancellation period, the termination rights during that period shall be governed by the terms of that Statement of Work. If Customer purports to terminate this Agreement or any Statement of Work outside any applicable cancellation period and prior to the expiry of the committed subscription term, Customer shall remain liable for all fees that would have been payable through the end of that committed term, and such amounts shall become immediately due and payable. Following the expiry of any committed subscription term, either Party may terminate this Agreement for convenience by providing sixty (60) days’ written notice prior to the next renewal date. Either Party may terminate for material breach by providing thirty (30) days’ written notice, provided the breach is not remedied within that notice period. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, enters administration or liquidation, or makes an assignment for the benefit of creditors. Termination of this Agreement shall automatically terminate all active Statements of Work, unless the Parties expressly agree otherwise in writing. Termination does not relieve Customer of any payment obligations accrued prior to the effective date of termination.

9. WARRANTIES AND DISCLAIMERS

Each Party warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Tessera warrants that: (a) the Services will materially conform to their documentation during the subscription term; (b) to Tessera’s knowledge, the Services do not infringe any third-party intellectual property rights in force as at the Start Date; and (c) the Services will be provided in compliance with applicable laws. Customer warrants that it has obtained all necessary rights, licences, and consents for any data it provides to Tessera, including Personal Data of third parties. Beyond these express warranties, the Services are provided ‘as is’ and Tessera makes no further warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation.

10. INDEMNIFICATION

10.1 Tessera shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and reasonable legal costs arising from: (a) any allegation that the Services, as provided by Tessera and used in accordance with this Agreement, infringe any third-party patent, copyright, trademark, or trade secret; or (b) Tessera’s gross negligence or wilful misconduct in connection with this Agreement. Tessera’s obligations under this clause shall not apply to the extent that any infringement claim arises from: Customer’s modification of the Services; Customer’s combination of the Services with third-party products not approved by Tessera; or Customer’s continued use of the Services after Tessera has notified Customer of the alleged infringement.

10.2 Customer shall defend, indemnify, and hold harmless Tessera from and against any third-party claims, damages, losses, and reasonable legal costs arising from: (a) Customer’s use of the Services in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes a third party’s intellectual property rights or violates applicable data protection or privacy laws; or (c) Customer’s breach of any representation, warranty, or obligation under this Agreement.

10.3 Each Party’s indemnification obligations under this Section 10 are conditional upon: (a) the indemnified Party providing prompt written notice of the relevant claim; (b) the indemnifying Party having sole control over the defence and settlement of such claim, provided no settlement shall impose any obligation or liability on the indemnified Party without its prior written consent; and (c) the indemnified Party providing reasonable cooperation and assistance in connection with the defence.

11. LIABILITY AND LIMITATION

11.1 Subject to clause 11.3, each Party’s total aggregate liability to the other under or in connection with this Agreement shall not exceed the total fees paid or payable by Customer to Tessera in the twelve (12) months immediately preceding the event giving rise to the claim.

11.2 Subject to clause 11.3, neither Party shall be liable to the other for any indirect, consequential, incidental, special, or punitive losses or damages, including loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss of data, even if advised of the possibility of such damages.

11.3 The limitations and exclusions in clauses 11.1 and 11.2 shall not apply to: (a) either Party’s indemnification obligations under Section 10; (b) liability arising from either Party’s fraud, gross negligence, or wilful misconduct; (c) liability for death or personal injury caused by negligence; (d) Customer’s obligation to pay fees due under this Agreement; or (e) Tessera’s liability for a confirmed breach of its data security obligations under clause 7.3 that results in unauthorised disclosure of Personal Data, provided that Tessera’s total liability under this sub-clause (e) shall not exceed the total fees paid by Customer in the twelve (12) months immediately preceding the breach.

12. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, governmental actions, pandemic, labour disputes, or failures of third-party infrastructure providers. The affected Party shall give prompt written notice of such circumstances and use reasonable endeavours to mitigate their effect. If the force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement on written notice.

13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement, and each Party irrevocably submits to that jurisdiction.

14. MISCELLANEOUS

This Agreement, together with any Statements of Work and the Privacy Policy, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements. No amendment to this Agreement is valid unless made in writing and signed by authorised representatives of both Parties. Neither Party may assign or transfer this Agreement or any rights or obligations under it without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to an affiliate or to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided it notifies the other Party in writing within thirty (30) days of such assignment. Tessera may update its Privacy Policy from time to time and shall provide Customer with no less than thirty (30) days’ prior written notice of any material changes. Notices under this Agreement must be in writing and delivered by email or post to the addresses specified in the applicable Statement of Work, and shall be deemed received on the date of confirmed delivery. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The following provisions shall survive the termination or expiry of this Agreement for any reason: Section 1 (Definitions), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), clauses 7.7–7.9 (Data Transfers and Anonymisation), Section 10 (Indemnification), Section 11 (Liability and Limitation), Section 13 (Governing Law), and this Section 14.