TERMS AND CONDITIONS OF SERVICE

formatCTA Email Design Platform | Version 2.0 (Consolidated Edition)

1. DEFINITIONS AND SCOPE OF SERVICE

1.1 Binding Agreement. These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between formatCTA Ltd ("formatCTA", "Company", "we", "us" or "our") and the customer entity or individual ("Customer", "User", "you") accessing or using the formatCTA email design platform, website, editor plugins and associated features (collectively, the "Service"). By registering an account, creating email designs or using the Service, you confirm that you accept these Terms in full and agree to comply with them.

1.2 Defined Terms. In these Terms, the following capitalized definitions shall apply:

• Account Owner: The primary entity or individual registering the formatCTA subscription and maintaining final administrative authority over the workspace.

• Approvers & Shared Users: Third-party recipients, client stakeholders, team reviewers or external approvers invited or designated by an Account User to receive email previews, review links, design proofs or comment on email templates.

• Brand Assets: Logos, brand guidelines, custom colour palettes, graphics, custom fonts, typography files, icons and brand-specific design elements uploaded to formatCTA.

• Email Proofs: Test email transmissions, preview distributions and draft renderings dispatched via formatCTA's review or testing tools to evaluate formatting across email clients.

• External CDN Assets: Images, graphics, fonts, stylesheets or media files hosted on third-party Content Delivery Networks, cloud storage buckets or external servers and linked/embedded into formatCTA designs.

• User Content: All text, HTML code, graphics, images, logos, headers, footers, copy and layout structures uploaded, created, edited or exported through formatCTA by Customer or its Authorized Users.

1.3 Eligibility & Corporate Authority. You represent and warrant that you are at least 18 years of age and possess full legal capacity and statutory authority to enter into this Agreement on behalf of yourself or the commercial entity you represent.

2. ACCOUNT MANAGEMENT, TEAM ROLES & CONTENT SHARING

2.1 Workspace Control & Permission Roles. Account Owners may invite team members and assign specific permissions (e.g., Administrator, Editor, Viewer). Customer bears sole and absolute legal responsibility for allocating permissions, maintaining credential confidentiality and for all acts, omissions or content uploads performed under its account credentials.

2.2 Email Proofs, Approvers and Content Recipients

formatCTA enables Users to distribute Email Proofs (formerly Send Tests), share draft email templates and invite Approvers or Shared Users to review, comment on or approve email designs prior to final deployment. The following mandatory terms apply to all sharing features:

a) Trusted Recipient Standard: Approvers, Shared Users and Email Proof recipients are classified as trusted business contacts. Customer represents and warrants that it has obtained all necessary consents, legal authority and statutory permissions under the UK Data Protection Act 2018 and UK GDPR before entering any third-party email address into formatCTA for sharing or proofing purposes.

a) Strict Testing & Review Limitation: Sharing functions and Email Proof features are strictly intended for individual design evaluation, client sign-off and rendering tests. Customer shall not use Email Proofs or sharing features to distribute bulk commercial communications, unsolicited marketing messages or spam.

a) Corporate Email Address Requirement: Where practicable, Customer shall dispatch Email Proofs and review invites to corporate or generic business email addresses (e.g., approval@company.co.uk) rather than personal accounts.

a) Customer Liability for Shared Content: Customer retains full and sole liability for all copy, images and brand materials transmitted to Approvers, Shared Users or Email Proof recipients. formatCTA exercises no editorial control over, and assumes no liability for, content shared via these features.

3. INTELLECTUAL PROPERTY, BRAND CUSTOMISATION & PLATFORM RIGHTS

3.1 Ownership of Customer Content. Customer retains full and exclusive title, ownership and copyright in and to all User Content, Brand Assets and customised email designs created or uploaded through formatCTA.

3.2 Operating Licence to formatCTA. Customer grants formatCTA a non-exclusive, worldwide, royalty-free licence strictly to host, transmit, store, display, render and process User Content and Brand Assets as reasonably required to operate, maintain and provide the Service to Customer and its designated Approvers.

3.3 formatCTA Proprietary IP. formatCTA (or its licensors) owns all right, title and interest in and to the formatCTA platform, underlying software code, design system libraries, UI components, stock template gallery and proprietary algorithms. Customer shall not reverse engineer, decompile, copy, resell, sublicense or extract platform code or default templates.

3.4 Prohibition on AI Model Training & Scraping. Customer shall not upload, scrape, index or make available any part of the Service, software code, UI designs or output templates for the purpose of training, fine-tuning, benchmarking or developing any artificial intelligence systems, machine learning models or large language models (LLMs).

3.5 Free Tier Branding Requirement. Email templates produced on free subscription plans must retain the unaltered formatCTA footer badge linking to formatCTA. Any attempt to obfuscate, obscure, or remove this badge without upgrading to a paid subscription is strictly prohibited.

4. THIRD-PARTY CDNs AND EXTERNAL ASSET HOSTING

4.1 External Asset Linking. formatCTA allows Users to reference, hotlink or embed media files, images, fonts and stylesheets hosted on external Content Delivery Networks (CDNs), cloud storage buckets (e.g., AWS S3, Google Cloud Storage) or third-party digital asset management (DAM) platforms.

4.2 Customer Warranty for External Assets. When Customer links or embeds External CDN Assets within formatCTA designs, Customer represents and warrants that:

• Full Authorisation & Rights: Customer holds all necessary legal permissions, licences, copyright clearances and hotlinking authorisations from the third-party host or copyright owner to embed and distribute those assets through email communications.

• Bandwidth & Usage Clearance: Customer is authorised to consume bandwidth and server resources associated with the external CDN host for email distribution without violating third-party terms of service.

• Non-Infringement & CORS Compliance: External CDN Assets do not infringe any third-party intellectual property, moral or privacy rights, and comply with applicable web security and cross-origin standards.

4.3 Disclaimer of External CDN Performance. formatCTA exercises zero control over external servers and disclaims all liability for rendering failures, broken image links, latency, CORS blocking or bandwidth throttling caused by third-party CDNs or external hosting services.

5. ACCEPTABLE USE, ANTI-SPAM & CONTENT MODERATION

5.1 Prohibited Material. Customer agrees not to upload, create or distribute any content that is illegal, defamatory, obscene, harassing, discriminatory, threatening or harmful, or that contains viruses, malware or destructive code.

5.2 Anti-Spam Compliance. Customer shall comply with all applicable direct marketing and electronic privacy laws, including the UK Privacy and Electronic Communications Regulations (PECR), UK GDPR, US CAN-SPAM Act and Spamhaus rules. Customer shall not use formatCTA designs or tools in connection with unsolicited spam or illegal mailing operations.

5.3 Moderation & Takedown Rights. formatCTA reserves the right, in its sole discretion and without liability, to inspect, suspend, disable access to or delete any User Content, external asset link or customer account that breaches these Terms or applicable legislation.

6. CONSOLIDATED INDEMNIFICATION AND HOLD HARMLESS

6.1 Consolidation of Indemnity Obligations. To avoid ambiguity and ensure comprehensive protection for formatCTA, all customer indemnity obligations across platform operations, asset uploads, third-party linkings, and recipient communications are consolidated into this single Clause 6.

6.2 Scope of Customer Indemnity. Customer agrees to defend, indemnify and hold harmless formatCTA Ltd, its parent company, subsidiaries, affiliates, directors, officers, employees, contractors, agents and licensors (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, liabilities, damages, losses, judgments, settlements, penalties, fines, costs and expenses (including legal fees and court costs) arising out of or in connection with any of the following:

(i) User Content & Brand Assets: Any image, graphic, custom font, logo, copy, text, template design or material uploaded, stored, created or distributed through formatCTA by Customer, its Authorized Users or team members;

(i) Third-Party Intellectual Property Infringement: Any actual or alleged infringement, misappropriation or violation of any third-party copyright, trademark, trade secret, moral right, privacy right or publicity right resulting from Customer's User Content or design choices;

(i) External CDNs & Asset Hosting Links: Use of External CDN Assets, hotlinked images, third-party asset management links or external servers connected to or embedded within formatCTA designs;

(i) Approvers, Shared Users & Email Proof Recipients: Any claim brought by or on behalf of Approvers, Shared Users or Email Proof recipients, including allegations of unauthorized email address collection, unsolicited transmission, privacy violation or lack of consent;

(i) Breach of Terms or Statutory Regulations: Any violation by Customer or its Authorized Users of these Terms, the Acceptable Use Policy, anti-spam regulations (PECR, CAN-SPAM) or applicable UK, EU or international laws.

6.3 Defence & Settlement Procedure. formatCTA shall provide written notice to Customer of any indemnifiable claim. Customer shall assume defence of the claim at its sole expense using counsel reasonably acceptable to formatCTA. Customer shall not enter into any settlement that admits liability or imposes financial or operational obligations on formatCTA without formatCTA's prior written consent.

7. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY

7.1 "AS IS" Disclaimer. The Service, platform code, editor tools, default templates and preview features are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, statutory or otherwise. formatCTA explicitly disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement and error-free operation.

7.2 Pre-Deployment Inspection Duty. formatCTA acts strictly as a technical software provider and assumes zero duty to review, audit or inspect Customer content. Customer bears exclusive legal responsibility for testing, inspecting and approving all email designs, image alt text, responsive HTML renderings and links across target email clients prior to commercial deployment.

7.3 Exclusion of Consequential Damages. To the maximum extent permitted under applicable law, formatCTA shall not be liable to Customer or any third party for any indirect, special, incidental, consequential, punitive or reliance damages, or for loss of profits, revenue, data, goodwill or business opportunity, arising under or in connection with these Terms or the Service.

7.4 Aggregate Financial Liability Cap. Under no circumstances shall formatCTA's total aggregate financial liability arising out of or related to this Agreement or the Service exceed the total subscription fees actually paid by Customer to formatCTA in the twelve (12) months preceding the event giving rise to the claim. This financial limitation applies whether in contract, tort (including negligence), strict liability or statutory breach, and is expressly negotiated and structured to comply with the UK Unfair Contract Terms Act 1977 (UCTA).

7.5 Non-Excludable Statutory Protections. Nothing in these Terms shall exclude or limit formatCTA's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other statutory liability that cannot be excluded or limited under the laws of England and Wales.

8. DATA PROTECTION, GOVERNING LAW & GENERAL PROVISIONS

8.1 Data Protection Roles (UK GDPR). Where formatCTA processes personal data (e.g., email addresses of Approvers, Shared Users, or Email Proof recipients) on behalf of Customer, Customer acts as Data Controller and formatCTA acts as Data Processor under the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.

8.2 Governing Law. These Terms, their subject matter and any non-contractual disputes or claims arising out of or in connection with them shall be governed by and construed strictly in accordance with the laws of England and Wales.

8.3 Exclusive Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute, legal action or claim arising out of or relating to these Terms or the use of the formatCTA Service.

8.4 Entire Agreement & Severability. These Terms constitute the entire agreement between formatCTA and Customer regarding the Service and supersede all prior agreements, oral assurances or purchase order terms. If any provision is found invalid by a competent court, the remaining provisions shall remain in full force and effect.

8.5 Amendments. formatCTA reserves the right to update these Terms at any time by publishing the revised version on our website or emailing registered Account Owners 30 days prior to material changes taking effect.