Master Subscription Agreement
This Master Subscription Agreement ("Agreement") governs the subscription to Loadstone's products and services available on www.loadstone.io ("Website"). This Agreement is entered into by and between Slinroy Holdings Ltd. (Loadstone Group), a company organized and existing under the laws of Cyprus ("Loadstone," "we," "our"), and any person or entity subscribing to our services ("Customer," "you").
By subscribing to our services via the Website, Customer agrees to be bound by the terms and conditions set forth herein.
1. SUBSCRIPTION MODEL
1.1. Scope of Services. Loadstone provides digital marketing tools and services (service, services) available through subscription plans detailed on the Website.
1.2. Subscription Plans. Customer may choose from:
(a) Standard subscription plans and pricing tiers published at https://www.loadstone.io/ai-search-landing (Pricing Page), which may include varying levels of features, usage limits, and billing cycles; or
(b) Custom pricing - a tailored service and pricing arrangements agreed upon through direct negotiation with Loadstone's sales team, typically based on specific business needs, volume, or service scope.
Subscription fees are based on the number of queries included in the selected plan, as listed on the Pricing Page. If the Customer exceeds the included query limit, Loadstone may invoice additional fees based on the overage rates published on the Pricing Page. These charges will be added to the next billing cycle.
1.3. Integration Requirements. Access to the subscribed services is granted upon successful registration and receipt of payment. However, full operational functionality may depend on the Customer's completion of certain integration tasks, such as system configuration, API plementation, or data synchronization. Loadstone may offer technical assistance for integration either at no additional cost or as a separately billable service, depending on the Customer's plan or the complexity of the setup.
1.4. Service Levels. Loadstone will use commercially reasonable efforts to ensure that the core services are available and operational at least 99.5% of the time on a monthly basis, excluding:
- Scheduled maintenance, which will be communicated in advance where feasible;
- Emergency maintenance, necessary to protect the security or functionality of the platform;
- Force Majeure Events, as defined in clause 8.5, that are beyond Loadstone's reasonable control.
Service availability is measured based on Loadstone's system monitoring tools and infrastructure status.
1.5. Support Services. Loadstone provides standard customer support via email and/or live chat during Loadstone's published business hours, as stated on the Website. Support includes assistance with technical issues, usage guidance, and general account inquiries. Enhanced or dedicated support may be available under custom agreements or enterprise plans, subject to separate terms.
2. BILLING & PAYMENT TERMS
2.1. Pricing and Offers. Prices published on the Pricing Page or communicated through official channels constitute public offers and are subject to change at Loadstone's discretion. Loadstone reserves the right to update or modify pricing for its services with prior notice to the Customer, in accordance with the notice period specified in this Agreement. Pricing changes will not affect active subscriptions until the next renewal date unless otherwise agreed.
2.2. Payment Provider. All payments under this Agreement are processed through Stripe (https://stripe.com). Loadstone does not collect or store the Customer's full payment card details and relies on the secure services of the payment provider for processing transactions. The Customer agrees to comply with the terms and conditions of the payment provider.
2.3. Billing Cycles. Customers may select a monthly or annual billing cycle, with charges applied at the beginning of each billing period. Custom billing arrangements may be available upon written agreement between the parties. All fees are billed in advance unless otherwise specified.
2.4. Trial Periods. Loadstone may, at its sole discretion, offer free or discounted trial periods to new Customers or for specific services. The availability, duration, scope, and conditions of any such trial period will be clearly disclosed at the time of the offer. Loadstone reserves the right to terminate or limit access to trial services at any time.
2.5. Renewal of Subscription. Unless otherwise stated, subscriptions will automatically renew for successive one-month terms (or the applicable billing cycle), unless the Customer cancels the subscription at least 21 days prior to the end of the current term by providing written notice via email plan@loadstone.io.
2.6. Late/Failed Payments. In the event of a failed payment attempt (e.g., due to insufficient funds or expired payment method), the payment processor may initiate automatic retries. If payment remains unsuccessful, Loadstone reserves the right to suspend or limit access to the services until the outstanding balance is paid in full. Repeated or prolonged payment failures may result in termination of the Agreement.
2.7. Taxes. All prices and fees are exclusive of any applicable taxes, duties, or levies, including but not limited to VAT, sales tax, or digital services tax. These taxes are processed in accordance with the applicable tax regulations by Stripe' and will be added to the invoice as required by law. The Customer remains solely responsible for any such taxes.
3. UPGRADE / DOWNGRADE
3.1. Plan Changes. Customers may request an upgrade or downgrade. Loadstone reserves the right to implement changes to pricing and features with prior notice.
3.2. Pricing Adjustments. Loadstone reserves the right to adjust subscription fees in order to reflect factors such as inflation, market conditions, changes in service scope, or operational costs.
- Any change in pricing will apply to the next billing cycle following at least 30 days' prior notice to the Customer.
- If the Customer does not agree to the new pricing, they may cancel their subscription prior to the effective date of the new prices.
4. CANCELLATION & TERMINATION
4.1. Cancellation by Customer. The Customer may cancel their subscription at any time by providing at least 21 days' prior written notice to Loadstone. Cancellation will take effect as follows:
- If the cancellation request is submitted between the 1st and 7th of the month, the subscription will be cancelled within the same billing cycle.
- If the request is submitted after the 7th, the cancellation will take effect at the end of the following billing cycle.
For any cancellation, downgrade, or upgrade of the services, the Customer shall contact Loadstone via the following email address: plan@loadstone.io. The Customer will retain access to the service until the effective cancellation date. Any refunds will be issued only upon mutual agreement between the Parties.
4.2. Termination by Loadstone. Loadstone reserves the right to suspend or terminate the Customer's access to the service, in whole or in part, with immediate effect if the Customer breaches any material terms of this Agreement, including failure to pay fees, unauthorized use of the service, or violation of applicable laws. Loadstone may also terminate the Agreement with prior notice in the event of service discontinuation or changes in business operations.
4.3. Data Retention Post-Termination. Following the termination of the Agreement, Loadstone will retain the Customer's data (all the data which is being uploaded by the Customer through the Website) for a period of 30 days, during which the Customer may request data export subject to applicable charges. After this period, Loadstone reserves the right to permanently delete all Customer data without further notice. Loadstone shall not be liable for any loss of data following the retention period.
5. LICENSE AND USAGE RIGHTS
5.1. License Grant. Subject to full and timely payment of applicable fees, Loadstone grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the subscribed Loadstone tools and services during the subscription term, solely for the Customer's internal business operations and in accordance with this Agreement.
5.2. Integration Period. Loadstone may, at its discretion, provide a grace period to facilitate initial setup, configuration, or integration of the service with the Customer's systems. While access to the tools is granted upon activation of the subscription, full functionality may depend on the successful completion of integration tasks by either party. Loadstone shall provide reasonable technical support during this period.
5.3. Usage Restrictions. The Customer shall not, and shall ensure that its users do not:
(a) copy, reproduce, modify, or create derivative works of the service;
(b) resell, sublicense, lease, or distribute the service to any third party;
(c) reverse-engineer, decompile, disassemble, or attempt to extract source code from the service;
(d) use the service to develop a competing product or service; or
(e) bypass or breach any security or usage limitations built into the platform.
5.4. Acceptable Use Policy. The Customer agrees to use the service only for lawful purposes and in a manner that does not infringe on the rights of, or restrict or inhibit the use and enjoyment of the service by, any third party. Prohibited uses include, but are not limited to, transmission of illegal, harmful, defamatory, or infringing content; unauthorized access attempts; or use of the service in violation of applicable laws, regulations, or third-party agreements.
6. DATA USE AND PRIVACY
6.1. Privacy Policy. All collection, use, storage, and processing of personal data by Loadstone is governed by its Privacy Policy, available at https://www.loadstone.io/privacy-policy, which is hereby incorporated into this Agreement. By using the service, the Customer acknowledges the terms set out in the Privacy Policy, including provisions applicable to data subjects in different jurisdictions.
Loadstone will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing set forth in the Data Processing Agreement ("DPA") posted as of the Effective Date and here incorporated. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Loadstone, its Processor' Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Loadstone will make Customer Data available to Customer for export or download as provided in the Documentation. After such a 30-day period, Loadstone will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
6.2. Data Protection Compliance (EU/EEA and Latin America). Loadstone complies with the General Data Protection Regulation (GDPR) (EU Regulation 2016/679) for Customers and data subjects located in the European Union and European Economic Area (EU/EEA).
For Customers located in Latin America, Loadstone processes personal data in accordance with applicable national data protection laws, including but not limited to Brazil's Lei Geral de Proteção de Dados (LGPD), Argentina's Ley de Protección de los Datos Personales, and Mexico's Federal Law on the Protection of Personal Data Held by Private Parties. Where legally required, a Data Processing Agreement (DPA) or similar instrument shall be executed. Customer data may be hosted in Germany and may be accessed by authorized personnel from other jurisdictions. Loadstone has implemented' adequate safeguards to protect such data in compliance with applicable laws.
6.3. Cross-Border Data Transfers. Loadstone may store and process personal data on servers located in the European Union, the United States, and other jurisdictions that may not offer the same level of data protection.
For EU/EEA Customers, such transfers will be made in accordance with Standard Contractual Clauses (SCCs) or other appropriate safeguards under GDPR.
For Latin American Customers, Loadstone will ensure that any cross-border data transfers are compliant with local regulations and supported by suitable contractual or technical safeguards.
6.4. Data Security. Loadstone implements and maintains appropriate technical and organizational security measures to protect Customer data against unauthorized access, loss, destruction, or alteration. Measures include encryption, secure access controls, monitoring, and regular audits.
6.4.1. Data Breach Management. In the event of a confirmed data breach affecting Customer data, Loadstone will notify the affected Customer without undue delay and cooperate with any necessary regulatory disclosures.
6.5. Regional Data Protection Compliance.
a. European Union / EEA (GDPR):
Loadstone processes personal data of EU/EEA-based Customers in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). If applicable, a separate Data Processing Agreement (DPA) containing the Standard Contractual Clauses (SCCs) will be executed to address international data transfers.
b. United States (CCPA/CPRA):
For Customers subject to the California Consumer Privacy Act (CCPA) or California Privacy Rights Act (CPRA), Loadstone shall act as a "Service Provider" as defined therein and will not sell, retain, use, or disclose personal information for any purpose other than as required to provide the services under this Agreement. Upon request, Loadstone will assist with data access, deletion, or opt-out rights in compliance with U.S. state privacy laws.
c. Latin America (e.g., LGPD, LFPDPPP, Ley 25.326):
Loadstone shall comply with applicable data protection laws in Latin American countries where the Customer is located, including Brazil's LGPD, Mexico's LFPDPPP, Argentina's Ley 25.326, and similar legislation. Loadstone will ensure that personal data transferred to or hosted in Germany is subject to appropriate contractual safeguards and used solely for the performance of the contracted services.
d. Africa (e.g., POPIA, NDPR):
For Customers in jurisdictions such as South Africa and Nigeria, Loadstone shall process personal data in accordance with the Protection of Personal Information Act (POPIA) and the Nigerian Data Protection Regulation (NDPR). Loadstone will implement appropriate measures to ensure cross-border transfer compliance and recognize data subject rights including access, correction, and deletion.
You can find more details in our Privacy Policy.
7. INTELLECTUAL PROPERTY
7.1. Ownership. All intellectual property rights in and to the services, software, documentation, platform architecture, user interface, content, and all enhancements, modifications, and derivative works thereof are and shall remain the sole and exclusive property of Loadstone. This Agreement does not grant the Customer any rights to or ownership interest in any of Loadstone's intellectual property, other than the limited license granted under Section 5.
7.2. Feedback. The Customer may, at its discretion, provide Loadstone with suggestions, comments, or other feedback related to the service ("Feedback"). Loadstone may freely use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback in any manner, without obligation or compensation to the Customer, provided it does not disclose the Customer's Confidential Information.
8. LIMITATION OF LIABILITY
8.1. No Warranty. The services are provided "as is" and "as available," and Loadstone makes no express or implied representations or warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, availability, or error-free operation, except to the extent required by applicable law.
8.2. Limitation of Liability. To the fullest extent permitted by law, Loadstone shall not be liable to the Customer for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, business interruption, loss of data, or business opportunity, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.
8.3. Compliance with Local Advertising Laws. The Customer hereby confirms that it complies with the applicable legislation related to advertising practices, including, without limitation, ensuring the valid and documented consent of users to receive promotional or advertising information in the course of executing this Agreement. The Customer further agrees to indemnify and reimburse Loadstone for any and all costs, damages, losses, or expenses, including reasonable legal fees, arising from third-party claims (including those by users or authorities) related to any alleged violation of such advertising laws, provided that Loadstone has delivered the services in accordance with the terms of this Agreement.
8.4. Cap on Liability. In any event, Loadstone's total cumulative liability for any and all claims arising out of or related to this Agreement shall not exceed the total amount of fees actually paid by the Customer to Loadstone in 6 months preceding the claim.
8.5. Force Majeure. Loadstone shall not be held liable for any failure or delay in the performance of its obligations under this Agreement due to Force Majeure Events, including but not limited to natural disasters, wars, cyberattacks, power outages, telecommunications failures, or any event beyond its reasonable control. Loadstone will use commercially reasonable efforts to resume performance as soon as practicable.
9. GOVERNING LAW & JURISDICTION
9.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any disputes arising under or in connection with this Agreement involving such Customers shall be submitted to the exclusive jurisdiction of the competent courts of Cyprus.
10. GENERAL PROVISIONS
10.1. Modularity. This Agreement is designed to be modular and may be adapted or supplemented by Loadstone as necessary to ensure compliance with applicable laws, regulatory requirements, and commercial practices in the jurisdictions where Loadstone operates or provides services. Any such adaptations shall not alter the core commercial and licensing terms unless expressly stated.
10.2. Amendments. Loadstone reserves the right to amend, update, or modify the terms of this Agreement from time to time, including due to changes in applicable law, service features, or business operations. Any such modifications will be made available to the Customer through reasonable means (e.g., via the service interface, email, or website). Continued access to or use of the services following such modifications constitutes the Customer's acceptance of the amended Agreement. If the Customer does not agree to the updated terms, it must cease use of the services and may terminate the Agreement pursuant to the termination clause.
10.3. Entire Agreement. This Agreement, including all incorporated documents (such as the Privacy Policy, Data Processing Agreement and other applicable annexes), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, proposals, and agreements, whether written or oral, relating to such subject matter.
10.4. Severability. If any provision of this Agreement is held to be invalid, unlawful, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.
10.5. No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver must be in writing and signed by an authorized representative of the waiving party.
IN WITNESS WHEREOF, by submitting payment for the services, the Customer acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.
For any questions, please contact team@loadstone.io
DATA PROCESSING AGREEMENT (DPA)
This Data Processing Agreement ("DPA") forms part of the Master Subscription Agreement ("Main Agreement") between Loadstone and the Customer.
This DPA reflects the parties' agreement with respect to the processing of personal data in compliance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act ("CCPA"), Brazil's Lei Geral de Proteção de Dados ("LGPD"), South Africa's POPIA, Australian Privacy Act 1988 (Cth) ( "AU Privacy Act") and the New Zealand Privacy Act 2020 (Cth) ("NZ Privacy Act"), and other relevant regional laws.
1. SUBJECT MATTER
This DPA governs the processing of personal data by Loadstone while providing the services under the Main Agreement.
In accordance with applicable laws, your personal data may be transferred to, stored at and processed by us and our third-party providers outside the country in which you reside, where data protection and privacy regulations may not offer the same level of protection as in other parts of the world. We comply with the strictest data privacy frameworks and Standard Contractual Clauses, and/or another appropriate legal basis for transfers of personal data, as applicable.
2. ROLES OF THE PARTIES
Where a Party acts as the Controller and the other Party acts as the Processor, the Processor shall process Personal Data only on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by applicable law.
3. NATURE, PURPOSE, AND DURATION OF PROCESSING
Where the Customer is the Controller and Loadstone is the Processor:
Purpose: To provide the software services as described in the Main Agreement.
Duration: Throughout the term of the Main Agreement, unless otherwise required by law.
Categories of Data: Names, emails, contact details, IP addresses, user IDs, and usage data.
Data Subjects: Customer employees, clients, and end-users.
4. OBLIGATIONS OF THE PROCESSOR
The Processor shall:
- Process personal data only on documented instructions from the Controller;
- Implement appropriate technical and organizational measures to protect personal data;
- Ensure personnel are subject to confidentiality obligations;
- Assist the Controller in responding to data subject requests;
- Notify the Controller without undue delay in the event of a data breach;
- Provide reasonable cooperation for data protection impact assessments.
5. SUB-PROCESSORS
The Controller acknowledges and agrees that the Processor may engage disclosed sub-processors listed in the Privacy Policy. The Processor shall ensure that all sub-processors are bound by data protection obligations consistent with this DPA.
6. STANDARD CONTRACTUAL CLAUSES AND INTERNATIONAL TRANSFERS
In the event that Personal Data processed under this DPA is subject to cross-border transfer from jurisdictions with restricted data export requirements (such as the European Economic Area, the United Kingdom, or other jurisdictions with similar data transfer regulations), the Parties agree that such transfers shall be governed by the applicable Standard Contractual Clauses ("SCCs"), as adopted and updated by the European Commission, UK authorities, or any other applicable regulatory body.
The Parties agree that:
The SCCs shall be deemed incorporated into this DPA by reference, and shall apply to any such transfer of Personal Data to a country not recognized as providing an adequate level of protection under applicable data protection laws.
Where the SCCs apply, the terms of this DPA shall supplement and, to the extent permitted by law, prevail over the SCCs in the event of any inconsistency, except where the SCCs explicitly require otherwise.
Each Party shall provide commercially reasonable assistance to the other to ensure compliance with the SCCs, including executing additional documents, if required.
The Processor has conducted an assessment of the local laws of the country where any Sub-Processor or data center is located, and confirms that, to the best of its knowledge, these laws do not prevent the Processor or Sub-Processor from complying with the obligations under the SCCs.
If at any time the Processor determines that it can no longer comply with its obligations under the SCCs, it shall notify the Controller promptly and the Parties shall take appropriate measures, including suspending the transfer or modifying the Services, to ensure continued compliance.
These commitments shall apply in addition to the measures detailed in this Addendum, and ensure an adequate level of protection for Personal Data transferred under this DPA.
The SCC are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the SCC will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the SCC, the SCC shall prevail.
6.1. IMPACT OF LOCAL LAWS. As of the effective date, Loadstone has no reason to believe that the laws and practices in any third country of destination applicable to its processing of the personal data as set forth in the infrastructure and sub-processors documentation, including any requirements to disclose personal data or measures authorizing access by a public authority, prevent Loadstone from fulfilling its obligations under this DPA. If Loadstone reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its processing of the personal data ("Local Laws") prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. In such a case, Loadstone shall use reasonable efforts to make available to the affected Customer a change in the services or recommend a commercially reasonable change to Customer's configuration or use of the services to facilitate compliance with the Local Laws without unreasonably burdening Customer. If Loadstone is unable to make available such change promptly, Customer may suspend the transfer of personal data in respect only to those services which cannot be provided by Loadstone in accordance with the Local Laws by providing written notice by the email indicated in the Main Agreement.
7. AUDIT AND INSPECTION
Upon reasonable written notice, the Processor shall make available all necessary information to demonstrate compliance with this DPA and allow for audits by the Controller or a third party auditor, subject to confidentiality and frequency limitations.
8. RETURN OR DELETION OF DATA
Upon termination of the Main Agreement, the Processor shall, at the choice of the Controller, delete or return all personal data, unless retention is required by applicable law.
9. LIABILITY
Liability under this DPA shall be subject to the liability provisions in the Main Agreement.
10. GOVERNING LAW AND JURISDICTION
This DPA shall be governed by the laws and jurisdiction stipulated in the Main Agreement.
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