Master Subscription Agreement

Last updated: 14 October 2026. For Enterprise customers only. This Master Subscription Agreement applies when an organisation signs an Order Form with Tamarly. It does not apply to self-serve plans (Free, Trial plan, Level 1, Level 2 and Level 3), which are governed by the Terms of Service.

This Master Subscription Agreement (the "Agreement") is between Tamarly Corporation, a New York corporation at 228 Park Ave S #337644, New York, NY 10003 ("Provider" or "Tamarly"), and the entity named on the Order Form ("Customer").

1. Definitions

• "Agreement" means this Master Subscription Agreement, the Order Form, the Data Processing Addendum and the policies they refer to.
• "Order Form" means the ordering document signed by both parties that names Customer, the plan, the seats, the subscription term and the fees.
• "Services" means Tamarly Intelligence and the related research, data and features Provider makes available to Customer under the Order Form, including the API, exports and AI Features. "Service" has the same meaning.
• "AI Features" and "AI Output" have the meaning given to AI features and AI output in section 5 of the Terms of Service.
• "Authorised Users" means named individuals Customer permits to use the Services.
• "Customer Data" means data Customer or its Authorised Users put into the Services.
• "Documentation" means the Tamarly documentation pack in force.
• "Monthly Fee" means the fees for the Services for a calendar month: the monthly fee on the Order Form or, for fees invoiced annually, one twelfth of the annual fee.
• "Uptime" means the percentage of minutes in a calendar month in which the Services are available to Authorised Users, measured at the application endpoint, excluding Scheduled Downtime and Force Majeure Events.
• "Scheduled Downtime" means maintenance that Provider notifies to Customer at least forty-eight (48) hours in advance, of no more than 8 hours in a calendar month and, where practicable, between Saturday 22:00 and Sunday 06:00 US Eastern time, together with emergency maintenance needed to address a security threat.
• "Force Majeure Event" means an event beyond a party's reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, government action, labour action not involving the affected party's own staff, failure of public utilities or telecommunications networks, and denial-of-service attacks that reasonable measures could not prevent.
• "Target Uptime" and "Service Credit" have the meanings given in Section 17.

2. Subscription

Tamarly grants Customer a non-exclusive, non-transferable right for its Authorised Users to access and use the Services during the subscription term for Customer's internal business purposes, within the seat count and plan on the Order Form.

3. Users and seats

Seats are named and may not be shared. Customer may reassign a seat when a user leaves or changes role. Additional seats are charged pro rata to the end of the term.

3A. Usage limits

AI allowances, API rate limits and export limits are those of the plan named on the Order Form. Fair use applies to plans described as unlimited.

4. Customer responsibilities

Customer keeps credentials secure, ensures Authorised Users follow the acceptable use rules in the Terms of Service, and remains responsible for its own regulatory obligations, including suitability, supervision and recordkeeping.

5. Fees and payment

Annual fees are invoiced in advance and due within 30 days of invoice, by ACH, wire or card through Stripe. Late amounts may accrue interest at the lower of 1% per month or the legal maximum after 10 days' written notice. Fees exclude taxes.

6. Price changes

Renewal price increases are notified at least 60 days before renewal and capped at 7% per year.

7. Term and renewal

The initial term is stated on the Order Form, usually 12 months. It renews for equal periods unless either party gives notice at least 30 days before the end of the term.

8. Refunds

Fees are non-refundable except where Tamarly terminates for convenience, where Customer terminates for Tamarly's uncured material breach (pro rata refund of prepaid fees for the remaining term), or as Service Credits under Section 17.

9. Suspension

Tamarly may suspend access for non-payment after 15 days' notice, or at once for a security threat or serious breach of the acceptable use rules, limited to what is necessary.

10. Customer Data

Customer owns Customer Data. Tamarly processes it only to provide the Services and under the Data Processing Addendum. Tamarly does not use Customer Data to train AI models. At termination, Customer Data is available for export for 30 days and then deleted within a further 30 days, except backups, which expire on their normal cycle.

11. Tamarly intellectual property

Tamarly and its licensors own the Services, software, research, scores and data compilations. Use of research and data is governed by the licence terms in the Terms of Service.

12. Confidentiality

Each party protects the other's confidential information with reasonable care, uses it only for this Agreement, and discloses it only to people who need it and are bound by similar duties. Obligations survive for 3 years after termination, and indefinitely for trade secrets.

13. Security

Tamarly maintains the security measures described in Annex 1 of the Data Processing Addendum and will not materially reduce them during the term. Tamarly notifies Customer of a security incident affecting Customer Data without undue delay and in any case within 72 hours of becoming aware of it.

14. Warranties

Tamarly warrants that the Services will perform materially as described in the Documentation and that it will not knowingly introduce malicious code. Customer's remedy for breach of the performance warranty is correction or, if Tamarly cannot correct within 30 days, termination and a pro rata refund. Tamarly does not warrant the accuracy of third-party source data or any investment outcome. Tamarly does not warrant the accuracy of AI Output or of links derived from third party documents.

15. Indemnities

Tamarly defends Customer against third-party claims that the Services infringe intellectual property rights, and pays resulting damages, with standard exclusions. Customer defends Tamarly against claims arising from Customer Data or from Customer's use of the Services in breach of law or this Agreement.

16. Limitation of liability

(a) Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXCLUSIONARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO THE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

(c) Exceptions. The limitations and exclusions set forth in Sections 16(a) and 16(b) shall not apply to: (i) a party's breach of its confidentiality obligations under Section 12; (ii) Provider's indemnification obligations under Section 15; or (iii) Customer's payment obligations.

17. Service Level Agreement and credits

(a) Uptime Commitment. Provider will use commercially reasonable efforts to ensure that the Services are available at least 99.9% of the time during each calendar month, excluding Scheduled Downtime and Force Majeure Events ("Target Uptime").

(b) Service Credits. If Provider fails to meet the Target Uptime in any given calendar month, Customer will be eligible to receive a credit toward future fees ("Service Credit") calculated as follows:

(c) Sole and Exclusive Remedy. To receive a Service Credit, Customer must request it in writing within thirty (30) days of the end of the month in which the failure occurred. THE ISSUANCE OF SERVICE CREDITS IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND PROVIDER'S SOLE LIABILITY, FOR ANY FAILURE OF THE SERVICE TO MEET UPTIME COMMITMENTS OR PERFORMANCE STANDARDS. Service Credits applied in any single month shall count toward and reduce the total aggregate Liability Cap set forth in Section 16(b).

(d) SLA Exclusions. Downtime or performance degradation caused by any of the following will not be counted toward calculating uptime: (i) routinely scheduled maintenance windows notified to Customer at least forty-eight (48) hours in advance; (ii) major outages of third-party infrastructure providers (e.g., AWS, GCP, Azure); (iii) Customer's misuse, network connectivity problems, or unauthorized modifications; or (iv) unavailability of AI Features caused by the AI model provider, provided the rest of the Services remains available.

18. Termination

Either party may terminate for material breach not cured within 30 days of notice, or at once on the other's insolvency.

19. Publicity

Neither party uses the other's name or logo without written consent, except that Tamarly may list Customer as a customer if the Order Form allows it.

20. Governing law and disputes

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules. Disputes will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in New York, New York; each party waives any right to a jury trial or to take part in a class action.

21. General

Assignment only with consent, except to a successor in a merger or sale. Neither party is liable for delay or failure caused by a Force Majeure Event, other than payment obligations. Notices are in writing to the addresses on the Order Form. This Agreement is the entire agreement on its subject. Order of precedence: Order Form, this Master Subscription Agreement, the Data Processing Addendum, then other policies.