Subscription Services Agreement

v. June 2026

Applicable to subscriptions formerly provided by MarketMuse, Inc.

Effective Date: June 30, 2026

1. Acceptance of These Terms

These Terms of Use (the “Terms”) govern your access to and use of the Services (defined in Section 2) made available by Sitemprove, Inc. (“Siteimprove,” “we,” “us,” or “our”). The Services were formerly provided by MarketMuse, Inc. (“MarketMuse”), which Siteimprove has acquired. As part of that transition, these Terms replace the MarketMuse Subscription Services Agreement previously referenced at the time of your purchase.

You did not need to sign or click to accept these Terms. By continuing to access or use the Services on or after the Effective Date stated above and in the transition notice we have sent to you (the “Notice”), you agree to be bound by these Terms. If you do not agree, you must stop using the Services and may cancel as described in Section 4. Your continued use of the Services after the Effective Date constitutes your acceptance of these Terms on behalf of yourself and the entity you represent.

“You” or “Customer” means the entity you represent or, if you do not designate an entity, you individually. Siteimprove and Customer are each a “Party” and together the “Parties.”

• Definitions

“Authorized Users” means Customer’s employees, contractors, and representatives who are authorized to access the Services on Customer’s behalf.

“Confidential Information” means all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (a) was in the public domain prior or subsequent to the time such portion was communicated to Receiving Party by Disclosing Party through no fault of Receiving Party; (b) was rightfully in Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Receiving Party by Disclosing Party; (c) was developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party; (d) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence; or (e) is approved by Disclosing Party for release by Receiving Party..

“Customer Data” means the data, content, and materials that Customer or its Authorized Users submit to or provide through the Services.

“Limits” means the quantities, usage allowances, and limitations applicable to Customer’s subscription as set forth in the applicable Order.

“Order” means the online purchase, invoice, order confirmation, or other ordering document under which Customer subscribes to the Services, including any subscription that carried over from MarketMuse.

“Services” means the online software services and platform made available by Siteimprove, comprising the subscription plans formerly offered by MarketMuse and marketed as Optimize, Research, or Strategy, together with any updates and new releases provided under these Terms.

“Subscription Term” means the period during which Customer is entitled to access the Services, as described in Section 4.

• The Services
• Right to Use. Siteimprove grants the Customer a right to use the Services on a worldwide, revocable, non-exclusive, non-perpetual and non-transferable basis during the Subscription Term. This right includes updates and new releases of the Services, but not new modules/services/products added to the Services. The Customer must be the owner or authorized administrator of the website(s) on which the Software Services are run.
• Limitations of Use. Customer’s use of the Services is subject to the agreed Limits and Customer shall be responsible for monitoring their use of Services based on the Limits. Customer may not: (i) rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the Services available to any third party; (ii) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part the Services; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, symbols, or labels in the Services; or (iv) use the Services for any illegal purpose.
• For Non-Public Website Use. Any use of the Software Services on Non-Public Websites is subject to the obligations set out in this Section 3(c). For Siteimprove to allow that the Software Services are used on a Non-Public Website, Customer must ensure that there is an encrypted line for the secure transport of data between such Non-Public Website and Siteimprove. Customer must ensure that, to the extent necessary, or required by applicable laws, it has an appropriate legal basis for the processing of personal data for the purpose of the Software Services, and that it has the right to disclose any confidential information on the Non-Public Website. Except when expressly agreed, Customer represents and warrants that the information on the Non-Public Website is not subject to heightened regulations (e.g., HIPAA, or FERPA). Additionally, Customer must assign an account with non- administrative rights to the Non-Public Website when using the Services on any website behind log-in protection. In the event of any failure by Customer to adhere to the obligations set out in this section, Siteimprove may reject to perform the Services on the Non-Public Website. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT SITEIMPROVE AND ITS AFFILIATES, DIRECTORS AND EMPLOYEES SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES ARISING OUT OF OR DUE TO CUSTOMER’S USE OF THE SERVICES IF SUCH USE IS IN BREACH OF CUSTOMER’S OBLIGATIONS IN THIS SECTION.
• Changes to the Services. Siteimprove may modify, enhance, or discontinue features of the Services from time to time in its sole discretion. Siteimprove will use commercially reasonable efforts to avoid any material reduction in the overall functionality of the Services made available to Customer during a paid month.
• Suspension. Siteimprove may suspend access to the Services upon notice if Customer breaches these Terms, fails to pay amounts when due, or uses the Services in a manner that poses a security or legal risk. Siteimprove will restore access promptly after the issue giving rise to the suspension is resolved.

• Term, Renewal, and Cancellation
• Subscription Term and Renewal. Each subscription begins on the start date stated in the applicable Order and continues for the term stated there (the “Subscription Term”). Unless the Order states otherwise, the Subscription Term is one (1) month. All fees are prepaid for the Subscription Term. The subscription automatically renews for successive periods equal to the then-expiring Subscription Term unless cancelled or terminated in accordance with this Section 4.
• Cancellation. Either Party may cancel the subscription at any time by providing notice to the other Party. Cancellation stops further renewal, so the subscription will not renew after the end of the then-current Subscription Term, provided notice is given before that term ends. Customer will retain access to the Services through the end of the then-current Subscription Term. All fees are non-refundable, and Customer is not entitled to any refund or credit for the unused portion of the term.
• Termination for Breach. Either Party may terminate these Terms immediately on written notice if the other Party materially breaches these Terms and fails to cure the breach within fourteen (14) days after receiving written notice of it.
• Effect of Termination. On expiration or termination for any reason: (a) Customer’s right to access and use the Services immediately ends; (b) Customer remains responsible for all amounts accrued or payable for the Services provided up to the effective date of termination; and (c) except where Customer terminates for Siteimprove’s uncured material breach, Customer is not entitled to any credit or refund. Sections that by their nature should survive termination will survive, including Confidentiality, Intellectual Property, Disclaimer, Limitation of Liability, Indemnification, and Governing Law.

• Fees and Taxes
  • Payment. Customer shall pay all fees for the Services as set out in the applicable Order or invoice. Unless otherwise stated, all fees are stated and payable in U.S. dollars and are due as specified on the invoice. Fees are exclusive of taxes, and Customer is responsible for all sales, use, value-added, and similar taxes (excluding taxes on Siteimprove’s net income). Except as expressly stated in these Terms, all fees are non-refundable and payment obligations are non-cancellable.
  • Failure to pay. Except as otherwise expressly permitted under applicable laws, late payments may bear interest from the payment due date until paid in full at the lower of (i) the rate of 2% per month, or (ii) the highest rate permitted by law. Additionally, if an invoice becomes overdue, Siteimprove reserves the right to suspend the provision of the Services until payment has been made

• Confidentiality
  • Nondisclosure Obligations. Receiving Party and its representatives will: (i) maintain in confidence any Confidential Information; (ii) use reasonable efforts to protect Confidential Information in accordance with the same degree of care with which it protects its own Confidential Information; and (iii) solely disclose Confidential Information to its employees and representatives who need access for purposes consistent with this Agreement or Service Order; and (iv) not disclose the other party’s Confidential Information to any third party, except in response to a valid order by a court or other governmental body or as required by law. The Receiving Party will promptly give notice to the Disclosing Party of any disclosure of the other party’s Confidential Information. The Disclosing Party is entitled to seek an injunction to prevent breaches of this Section 6, and to an order compelling specific performance of this Agreement, in addition to any other remedy to which it may be entitled by law or in equity.
  • Ownership and Return of Confidential Information. All Confidential Information of Disclosing Party will remain the property of Disclosing Party. Upon written request of Disclosing Party, Receiving Party shall destroy or return to Disclosing Party all Confidential Information. However, Receiving Party will not be required to erase any Confidential Information of the Disclosing Party stored electronically as part of an archival back-up system maintained in the ordinary course of business. In the event of disclosure of Confidential Information to a third party in default of the provisions of this Section 6, the defaulting party will use reasonable efforts to assist the Disclosing Party in recovering and preventing such third party from using, selling, disclosing or otherwise disposing of such Confidential Information. The obligations in this Section 6 shall survive the termination of this Agreement and any Service Order concluded.

• Data Protection and Privacy

Siteimprove processes personal data in connection with the Services as described in the Siteimprove Privacy Policy, available at https://www.siteimprove.com/privacy/privacy-policy/. Where Siteimprove processes personal data on Customer’s behalf, that processing is governed by the Siteimprove Data Processing Agreement, available at https://www.siteimprove.com/privacy/global-dpa/, which is incorporated by reference. Customer is responsible for ensuring it has a lawful basis to provide Customer Data to the Services.

• Intellectual Property and Data Ownership
  • Ownership. Siteimprove owns and shall remain the sole owner of all intellectual property vested in the Services created prior to or during the performance by the parties of this Agreement. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or knowhow, whether registered or not.
  • Customer Owned Data. All Customer Data is and shall remain Customer’s property and Customer’s responsibility. Siteimprove does not resell any Customer Data. To enable Siteimprove to provide Customer with the Services, and subject to this Agreement, Customer hereby grants to Siteimprove a non-exclusive right to use and process Customer Data provided by Customer solely in connection with Siteimprove’s performance of the Services.
  • Customer Data Portability. Prior to the effective date of termination or expiration of this Agreement, Customer is responsible for exporting any Customer Data available through the Services using the export or reporting functionality provided within each applicable product. Siteimprove does not guarantee the availability of a unified or comprehensive export of all Customer Data, and the scope of data available for export may vary by module and format. Siteimprove is under no obligation to provide Customer with data or reports beyond what is accessible through standard in-platform export tools and functionality.
  • Aggregated Anonymous Data. Siteimprove will obtain, generate and aggregate technical, and statistical data about the use of the Services excluding any personally identifiable data (“Aggregated Anonymous Data“). Siteimprove owns Aggregated Anonymous Data and may use this to analyze, improve, support, and operate the Services and otherwise for any business purpose, during and after the term of this Agreement.
  • Feedback. Customer may provide Siteimprove with suggestions, enhancement requests, recommendations, comments, ideas, communications, or other feedback regarding Siteimprove’s Services, including via Siteimprove’s LMS community forum (“Customer Feedback“). Siteimprove shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any Customer Feedback. Siteimprove also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated due to such feedback.

• Limited Warranty and Disclaimer
• Limited Warranty. Siteimprove warrants that, during the Subscription Term, the Services will operate in substantial conformity with their then-current documentation. Customer’s sole and exclusive remedy, and Siteimprove’s entire liability, for breach of this warranty is for Siteimprove to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected Services and refund any pre-paid, unused fees for those Services.
• Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9(a), THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SITEIMPROVE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SITEIMPROVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS, RECOMMENDATIONS, OR OUTPUT WILL BE ACCURATE OR ACHIEVE ANY PARTICULAR OUTCOME.

1. Limitation of Liability

Each party shall only be liable for direct damages. As such, each party shall not be liable to the other party for any indirect, special, incidental, or punitive damages, including, but not limited to, loss of data, loss of business or any other loss arising out of or resulting from a party’s performance under this Agreement, even if it has been advised of the possibility of such damages. EXCEPT WHERE EXCLUDED BY APPLICABLE LAW, A PARTY’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR: (A) ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (B) ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

1. Indemnification

Customer will defend, indemnify, and hold harmless Siteimprove and its affiliates, and their respective officers, directors, and employees, from and against any third-party claim, and any resulting damages, liabilities, costs, and reasonable attorneys’ fees, arising out of Customer Data or Customer’s use of the Services in breach of these Terms, including any claim that Customer Data infringes or misappropriates a third party’s rights or violates applicable law. As a condition of indemnification, Siteimprove shall promptly notify Customer of any such claim, give Customer sole control of the defense and settlement of the claim (provided that no settlement imposing any liability or obligation on Siteimprove may be entered into without Siteimprove’s prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at Customer’s expense. Siteimprove may participate in the defense with its own counsel at its own expense.

1. Changes to These Terms

Siteimprove may update these Terms from time to time by posting the revised Terms or by providing notice through the Services, by email, or by other reasonable means. Unless otherwise stated, changes take effect at the start of Customer’s next monthly term following notice. Customer’s continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. If Customer does not agree to the changes, Customer’s sole remedy is to stop using the Services and cancel in accordance with Section 4 before the changes take effect.

1. Governing Law

This Agreement and any dispute in relation to the Services, or the Customer’s use hereof, will be governed by and construed in accordance with the relevant law based on where the Customer is domiciled cf. the table below and subject to the exclusive jurisdiction of the competent courts, also specified below.

1. AI Features
   1. AI Features; Consent and Changes. Certain features of the Services use artificial intelligence capabilities, which may include content generation, summarization, recommendation, and language processing (“AI Features“) and which operate only on input Customer submits. AI Features are powered by third-party providers, including OpenAI (ChatGPT) and Amazon (Bedrock), and require the transmission and processing of Customer Data by those providers to generate outputs (“AI Output“). By using the AI Features, Customer consents to that transmission and processing and grants Siteimprove a limited, non-exclusive, worldwide, royalty-free license to use, transmit, and process Customer Data solely as necessary to provide the AI Features. Siteimprove may modify, suspend, or discontinue the AI Features at any time due to changes in third-party services, technical constraints, or legal or regulatory considerations, and no such change will constitute a breach of, terminate, or trigger any penalty under the Agreement.
   1. Disclaimer; Customer Responsibilities. AI Features rely on probabilistic models and may produce results that are inaccurate, incomplete, biased, or otherwise unexpected. AI Output is provided “AS IS” and without warranties of any kind, express or implied, including accuracy, reliability, or fitness for a particular purpose, and any outage, downtime, or other failure of the AI Features caused by a third-party provider is not a material breach of the Agreement. Customer is solely responsible for: (i) having all necessary rights and consents to submit Customer Data to the AI Features; (ii) ensuring that Customer Data submitted to the AI Features does not include personal data; (iii) complying with applicable laws; and (iv) evaluating AI Output (including through human review) before relying on, distributing, or acting on it, and for its decisions and omissions in reliance on AI Output, which should not be used as a substitute for professional advice (including legal, medical, financial, or similar regulated areas). Siteimprove is not responsible or liable for any breach of Customer’s obligations in this Section 14.

1. General
   1. Entire Agreement. These Terms, together with the applicable Order and any documents expressly incorporated by reference, are the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements, including the MarketMuse Subscription Services Agreement. Any conflicting or additional terms in a Customer purchase order or similar document are void and have no effect.
   1. Assignment. Customer may not assign or transfer these Terms without Siteimprove’s prior written consent. Siteimprove may assign these Terms, including to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the Parties’ permitted successors and assigns.
   1. Notices. Notices to Customer may be given through the Services or to the email address associated with Customer’s account. Notices to Siteimprove must be sent to legal@siteimprove.com.
   1. Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
   1. Severability; Waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A Party’s failure to enforce any provision is not a waiver of its right to do so later.
   1. Relationship of the Parties. The Parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.