Terms & Conditions

1. Introduction

These Terms and Conditions (the “Terms”) are a binding agreement between LIBERTY SOFT LTD (“Meazurely”, “we”, “us”, “our”), a company incorporated in England and Wales (Company No. 12574116) with its registered office at 12 Constance Street, London, England, E16 2DQ, (ii) the Customer (as defined below), and (iii) you, the Authorised User (as defined below) accessing the Services on behalf of the Customer.

By logging in to or continuing to use the Services (as defined below), you confirm that:

1. you are at least 18 years old;
2. you are an Authorised User acting on behalf of a lawful organisation;
3. you agree to abide by these Terms; and
4. you have the authority to accept these Terms on behalf of the Customer.

If there is a separate written agreement between LIBERTY SOFT LTD and the Customer governing the Customer’s use of any Service (for example, an Order Form or Master Subscription Agreement), that agreement will prevail to the extent of any conflict with these Terms.

The purpose of these Terms is to set out the general terms and conditions applicable to your use of the Services. These Terms constitute a legally binding agreement between LIBERTY SOFT LTD and you. Please read them carefully. By using any Service, you agree to be bound by these Terms, including the limitations of liability set out below, as updated from time to time in accordance with their provisions. If you do not agree with any part of these Terms in respect of a particular Service, you must stop using that Service immediately.

Questions about these Terms may be sent to: Attn: Legal, LIBERTY SOFT LTD, 12 Constance Street, London, England, E16 2DQ, or by email to legal@meazurely.com. Our website is https://meazurely.com/.

2. Definitions

2.1 “Agreement” means these Terms and Conditions together with any Order Form (as defined below) and any other document relating to the Services that the parties agree in writing.

2.2 “Application” means any software application owned, developed, licensed and/or maintained by LIBERTY SOFT LTD trading as Meazurely and made available for download, access and/or use, including (without limitation) the Meazurely takeoff and estimating application. “Application” includes all modules, components and add-ons (including any APIs and integrations) used to deliver the application, as well as any data objects and metadata generated or stored within the Application (for example, drawings, project details, locations, bid information, and related records).

2.3 “Authorised User” means, in relation to an Application, any natural person whom the Customer permits to access the Application for the Customer’s internal business purposes, including (without limitation): (a) the Customer’s employees; and (b) third parties the Customer designates (such as consultants, subcontractors, agents, vendors, or clients). Automated access by software or bots is not permitted unless expressly allowed in writing by Meazurely.

2.4 “Content” means Drawings (as defined below) and all other files, data, information, and materials that you or someone acting on your behalf upload to an Application or the Site in connection with your use of a Service.

2.5 “Customer” means the individual or legal entity for whom (a) the registration process was completed, or (b) a current Agreement exists.

2.6 “Device” means any device on which an Application can be installed, accessed, or used (including desktops, laptops, tablets, and mobile phones).

2.7 “Documentation” means the online or other documentation that Meazurely provides in connection with a Service, including any user guides or technical notes describing an Application and its use. You may use the Documentation only as expressly permitted under this Agreement.

2.8 “Drawings” means any plans, blueprints, drawings, specifications, documentation, and related design information.

2.9 “Free Customer” means any Customer using the Services during a free trial period or under a free subscription/plan, if offered by Meazurely from time to time as described on our website.

2.10 “Order” means an order for a Service placed by a Customer and accepted by Meazurely, whether by executing an Order Form, purchasing access via online checkout (including paying by card or other electronic means, where available), or starting a free trial (where offered).

2.11 “Order Form” means an order form, proposal, agreement, or similar document executed or approved by the Customer that specifies the Service(s) purchased and other information reasonably required by Meazurely to provide such Service(s), including (where applicable) the Subscription Term, fees, and payment terms.

2.12 “Owner” means the person or legal entity that holds legal title to, and rights in, the Drawings.

2.13 “Privacy Notice” means the Meazurely Privacy Policy, as amended from time to time and posted on the Site at https://meazurely.com/privacy.

2.14 “Professional Services” means training, onboarding, configuration/implementation, programme management, consulting, and other similar services delivered by Meazurely as agreed in writing.

2.15 “Service(s)” means, individually or collectively, the Application, the Site (as defined below), any Professional Services agreed in writing, and any AI-enabled features or services incorporated therein (the “AI Services”, as further described in Section 4.1 below).

2.16 “Site” means, individually or collectively, https://meazurely.com/ and any related domains or subdomains owned and/or operated by LIBERTY SOFT LTD.

2.17 “Subscription Term” means the stated period (if any) of days, months, or years during which the Service may be used by the Customer and its Authorised Users, and provided by Meazurely, as specified in the applicable Order Form.

3. Licence

3.1 Licence grant

Subject to your continued compliance with the Agreement, during the applicable Subscription Term (or such other period stated in the relevant Order Form), LIBERTY SOFT LTD trading as Meazurely grants the Customer a non-exclusive, revocable, non-transferable and non-sublicensable right for its Authorised Users to access and use the Application and Documentation solely for the Customer’s internal business purposes in connection with estimating, takeoff and related pre-construction workflows.

Access to the Services is restricted to Authorised Users. The Customer must provision a unique username and password (“Credentials”) for each Authorised User and must ensure that Credentials are not shared or re-used. The Customer is responsible for all activity under its accounts, for safeguarding Credentials and Content, and for ensuring its Authorised Users comply with the Agreement. Meazurely may bill the Customer for the actual number of users who access the Services and/or for metered usage as described in the Order Form.

You must promptly notify Meazurely at legal@meazurely.com of any unauthorised use of an account, any suspected compromise of Credentials or security incident. Meazurely may suspend part or all access to the Services until it is reasonably satisfied the account is secure. This licence automatically terminates upon termination or expiry of the Agreement.

3.2 Proprietary rights

You acknowledge that all rights, title and interest in and to the Services, Application, Site and Documentation (including report formats, screen layouts, menus, and all underlying technology), together with all intellectual property rights therein (including copyrights, database rights, trade secrets, trade marks and patents), are and shall remain the property of LIBERTY SOFT LTD and/or its licensors. No rights are granted other than the limited licence expressly set out in Section 3.1.

Title to and ownership of Drawings (and related intellectual property) remain with the relevant Owner. Meazurely assumes no responsibility for any reproduction, distribution or use of Drawings by the Customer or its Authorised Users beyond the scope permitted by the Owner or by law. Where required by the Owner or applicable law, the Customer must ensure appropriate proprietary notices are preserved on copies and, upon request or when its right to use the Drawings ends (for example, if not selected for a project), must delete or destroy copies within a reasonable time.

3.3 Your Content

(a) Ownership & responsibility. The Customer (or its licensors) retains ownership of its Content. The Customer is solely responsible for the accuracy, quality, legality and appropriateness of Content. Meazurely will host, process, transmit, display and back up Content on its systems or those of its subprocessors as reasonably necessary to provide and support the Services. Meazurely will not disclose Content to non-affiliate third parties except (i) as instructed by the Customer (including via integrations/features), (ii) to provide the Services or comply with law, or (iii) as described in the Privacy Policy.

(b) Warranties about Content. You represent and warrant that you have all necessary rights to upload and use the Content via the Services and that the Content will not: (i) be unlawful, defamatory, abusive, obscene or otherwise objectionable; (ii) infringe any third-party intellectual property, privacy or publicity rights; (iii) contain malicious code or compromise the security or integrity of any system or data; (iv) misrepresent identity or affiliation; or (v) violate any applicable law (including export controls and anti-discrimination laws).

(c) Shared workspaces. The Services may allow multiple Authorised Users to access shared projects. The Customer understands the associated risks (including deletion, alteration, corruption, disclosure or re-sharing of Content by other users it authorises) and is responsible for managing permissions. Meazurely is not liable for actions or omissions of the Customer or other Authorised Users invited by the Customer.

(d) Limited access by Meazurely personnel. Meazurely personnel may access Content only to the extent reasonably necessary to operate, support, secure and improve the Services (for example, to restore data following an incident, investigate and resolve issues, or comply with legal obligations). Access is limited to authorised personnel and is logged where practicable.

(e) Sharing & publishing features. If you choose to share Content (including via links or public sharing), others may copy, modify or re-share it. Meazurely is not responsible for such downstream use. Share only what you are comfortable disclosing and ensure you have appropriate rights and consents.

(f) Data protection. To the extent Meazurely processes personal data on the Customer’s behalf, the Customer is the controller and Meazurely is the processor. The parties shall comply with applicable data protection laws. The Customer confirms it has a lawful basis and appropriate notices/consents to disclose personal data to Meazurely and to authorise its processing (including international transfers subject to appropriate safeguards). The Data Processing Addendum (DPA) and the Subprocessors List form part of the Agreement.

3.4 Restrictions on use

You must not (and must not allow anyone else to): (1) breach any law or third-party rights; (2) probe, scan or test the vulnerability of any system or network; (3) send unsolicited or bulk messages; (4) collect or process personal data about others without a lawful basis; (5) access non-public areas of the Site or Application or shared areas to which you were not invited; (6) circumvent or attempt to circumvent security or authentication; (7) decompile, reverse engineer, decode or otherwise attempt to derive any source code, except to the extent permitted by law; (8) copy, modify, create derivative works from, or unauthorisedly distribute the Application; (9) plant or distribute malware; (10) interfere with or disrupt any user, host or network (including by overloading, flooding, spamming or mail-bombing); (11) send deceptive, altered or false identifying information (including phishing or spoofing); (12) publish fraudulent or misleading content or content that infringes others’ rights; (13) run promotions or general marketing campaigns through the Services; (14) impersonate or misrepresent your affiliation; or (15) publish or share unlawful pornography or material advocating violence or hatred. In addition, the Services may not be used to build, train or improve a competing product without Meazurely’s prior written consent.

3.5 Certain obligations

(a) The Customer is responsible for obtaining and maintaining the hardware, software, connectivity and third-party services required to use the Services, and for protecting any keys, certificates, passwords, access codes or other log-in information (“Passwords”). (b) You will not interfere with the integrity, security or performance of the Services; will not copy, adapt, translate or create derivative works of the Services or Documentation; will not attempt to discover or use licence keys or access codes other than your own; will not access or tamper with data belonging to others; will not disclose Passwords to any other person; will use reasonable efforts to prevent unauthorised access; and will provide true and accurate registration/billing information (and will not use disposable/temporary email addresses). (c) You are responsible for all activities occurring under your accounts. (d) You will cooperate with reasonable security measures implemented by Meazurely to prevent unauthorised use or copying of the Services.

3.6 Suspension, limitation or termination

Without liability, Meazurely may suspend, limit or terminate access to the Services (in whole or in part) if: (i) you are in breach of the Agreement; (ii) required to do so by law or by a partner/service provider (including for AUP violations, fraud, security or system integrity risks, or adverse impact on networks); (iii) there is a denial-of-service attack or other event that, in Meazurely’s reasonable opinion, risks the Services or other customers; or (iv) during scheduled maintenance or unexpected downtime. Meazurely will use reasonable efforts to give notice where practicable.

3.7 Free plans

For Free Customers, Meazurely has no obligation to store or retain Content or other data after termination or expiry of the Agreement or the free plan. Meazurely may delete such data at any time after termination, subject to applicable law.

4. Artificial Intelligence Terms

4.1 AI Services

“AI Services” means features or services made available by LIBERTY SOFT LTD trading as Meazurely that are labelled or described as including, using, or being powered by Artificial Intelligence (AI) or machine learning.

4.2 Reverse engineering

The Customer and its Authorised Users must not use the AI Services to discover, extract, infer, or otherwise determine any underlying components of models, algorithms, systems, or training data. By way of example only, you must not submit systematic or adversarial prompts to deduce model behaviour or weights, map prompt/response patterns for the purpose of model extraction, or attempt to adjust, derive, or estimate model parameters.

4.3 Extracting data

The Customer and its Authorised Users must not use web scraping, harvesting, automated collection, or similar methods to extract data from the AI Services or from responses generated by the AI Services beyond what is reasonably necessary for your permitted use under the Agreement.

4.4 Limits on use of data from the AI Services

The Customer and its Authorised Users must not use the AI Services, or any data or outputs from the AI Services, to create, train, fine-tune, or improve (directly or indirectly) any other AI model or service, or to build datasets for any such purpose, without Meazurely’s prior written consent.

4.5 Use of your Content

To provide the AI Services, Meazurely will process and store your inputs (prompts, files, and other data you submit) and the outputs generated for you. Meazurely may use inputs/outputs to operate, support, secure, and monitor the AI Services (including detecting and preventing abuse or harmful use) and Meazurely personnel may view Content for these purposes on a need-to-know basis.

No model training on Customer Content by default. Unless the Customer expressly opts in via an Order Form or written instruction, Meazurely will not use Customer Content to train or improve foundation AI models in a manner that benefits other customers. Meazurely may use de-identified or aggregated usage metrics to improve service operations, as described in the Privacy Policy and, where applicable, the Data Processing Addendum (DPA).

The Customer grants Meazurely a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Content solely as necessary to provide the AI Services and related support and security. The Customer warrants that it has the full right and authority to grant this licence and to submit the Content for processing.

4.6 Third-party claims

The Customer is responsible for its use of the AI Services and for responding to any third-party claims arising from such use (including claims relating to intellectual property, privacy, defamation, or other legal issues connected to prompts or outputs). Nothing in this Section limits the indemnities or limitations of liability set out elsewhere in the Agreement.

4.7 Accuracy and human review

The Customer acknowledges that AI systems can produce incorrect, incomplete, misleading, or non-unique outputs and may reflect biases. Outputs are provided “as is” and are intended to assist—not replace—professional judgment. The Customer is solely responsible for reviewing outputs for accuracy, appropriateness, and legal compliance and uses the AI Services at its own risk.

5. Meazurely Responsibilities

5.1 Support

LIBERTY SOFT LTD trading as Meazurely will provide commercially reasonable technical support to the Customer for issues related to the Services on regular Business Days (Monday–Friday, excluding UK public holidays) between 09:00 and 18:00 UK time (GMT/BST), with a target initial response within three (3) Business Days of receiving a support request.

The Customer must designate a primary support contact to communicate support issues to Meazurely. Support requests should include a reasonable description of the problem and relevant logs or screenshots, and may be submitted (i) via in-product support tools within the Application, or (ii) by email to support@meazurely.com.

5.2 Maintenance

Meazurely may from time to time update, upgrade, enhance, or otherwise modify the Services as it deems necessary or desirable. Meazurely will make available to the Customer any updates or upgrades that are made generally available to all customers of the Services. From time to time, Meazurely may schedule maintenance windows and will use reasonable efforts to minimise disruption and, where practicable, to provide advance notice via the Application or https://meazurely.com/.

6. Customer Responsibilities

The Customer is responsible for:

• Systems & access requirements. Acquiring, installing and maintaining hardware, operating systems, browsers and other software (including any plug-ins) that are compatible with the Services, and obtaining and maintaining reliable internet access. All related fees (e.g., devices, connectivity, third-party licences) are the Customer’s responsibility.
• Configuration & updates. Downloading and installing any Meazurely-provided clients, plug-ins or updates that are required for proper operation of the Application.
• Compliance with law. Using the Services only in accordance with applicable laws and industry rules, including (as applicable) data-protection, privacy and electronic-communications laws (e.g., UK GDPR and the Data Protection Act 2018, PECR/e-privacy rules), anti-spam/telemarketing laws, intellectual-property laws, export-control and sanctions regimes, anti-bribery/anti-corruption laws, and any record-keeping or professional standards relevant to the Customer’s activities. If the Customer sends communications to recipients in other jurisdictions (e.g., the United States or Canada), the Customer must also comply with those jurisdictions’ laws (such as the US Telephone Consumer Protection Act (TCPA), CAN-SPAM, and Canada’s CASL).
• Permissions & notices. Ensuring it has a lawful basis (and has provided all required notices and obtained all required consents/permissions) to upload Content, to process personal data via the Services, and to contact end users or other recipients through the Services.
• Account administration. Managing its users, roles and permissions; safeguarding Credentials; and promptly disabling access that is no longer appropriate (e.g., when personnel leave or roles change).
• Back-ups & exports. Making its own arrangements for exporting or backing up business-critical data from the Services at intervals appropriate to its needs, subject to the export capabilities provided in the Application.

6.1 Communications from Meazurely

By providing contact details, the Customer authorises LIBERTY SOFT LTD trading as Meazurely to contact the Customer (including its designated contacts) by email, in-app notification, telephone or SMS regarding the Services—such as support, onboarding, training, security or service updates, billing and other transactional notices. Marketing communications will only be sent in accordance with applicable law, and recipients may opt out at any time. Standard network charges may apply to telephone/SMS communications.

Registered office: 12 Constance Street, London, England, E16 2DQ • Company No. 12574116 • https://meazurely.com/

7. Third-Party Providers

7.1 General

LIBERTY SOFT LTD trading as Meazurely engages third-party suppliers and integration partners (collectively, “Third-Party Providers”) to help deliver the Services. The Customer agrees to comply with any requirements and restrictions that such Third-Party Providers impose, to the extent Meazurely notifies the Customer of those requirements (including by referencing or linking to the provider’s terms in the Application, an Order Form, on the Subprocessors page, or otherwise in writing). The Customer acknowledges that delivery of the Services depends on the adequate performance of Third-Party Providers.

For convenience, Meazurely may provide links to Third-Party Provider terms with which the Customer must comply when using related features or integrations. By entering into the Agreement and enabling a given integration or feature, the Customer agrees to the applicable Third-Party Provider’s terms. Third-Party Providers and their terms of supply may change from time to time during the Subscription Term.

For clarity, nothing in any Third-Party Provider’s terms expands Meazurely’s obligations to the Customer or limits the Customer’s obligations to Meazurely under this Agreement or any Order Form. In accordance with the Limitation of liability (Section 11), Meazurely’s liability is reduced to the extent any loss or damage is caused by Third-Party Providers or matters outside Meazurely’s reasonable control.

7.1.A Examples of Third-Party Providers (illustrative)

• Mapping / geospatial imagery providers. If the Customer enables a mapping or aerial imagery integration (e.g., a provider similar to “Nearmap” or equivalent), the Customer and its Authorised Users must comply with the provider’s applicable terms and any referenced third-party conditions for such imagery and related data.
• AI partners. If the Customer enables an AI partner integration (e.g., a provider similar to “Workpack” or equivalent), the Customer and its Authorised Users must comply with that partner’s terms for use of its AI features.

7.2 Open-Source Software

The Application may include third-party open-source components (“Open-Source Software”). Each item of Open-Source Software is provided under its own licence terms. Where required, Meazurely will make available copyright and licence information for such components in an accompanying notices file (e.g., NOTICE, third_party_licenses.txt, or similar) and/or in the Documentation. On reasonable notice, Meazurely may replace Open-Source Software with functionally similar software.

To the maximum extent permitted by law, all Open-Source Software is provided on an “AS IS” basis and without any warranty of any kind (whether express, implied, or statutory), including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and title. To the maximum extent permitted by law, in no event will Meazurely or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill arising out of or in connection with the use or performance of Open-Source Software, even if advised of the possibility of such damages and whether or not such losses were foreseeable.

Nothing in this Section excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.

8. Fees and Payment

8.1 Fees

Unless otherwise stated on an Order Form, no fees are charged to a Free Customer. Any subscription fees paid by the Customer entitle the Customer to the number and type of licences specified on the applicable Order Form or other written agreement, for use by the Customer and its Authorised Users in accordance with this Agreement. The Customer agrees to pay all fees for the Services and any Professional Services as set out in the Order Form, in an applicable statement of work, or at the rates in effect at the time the charges were incurred (as applicable).

Price changes. LIBERTY SOFT LTD trading as Meazurely may update fees from time to time by posting new rates on https://meazurely.com/ or by notifying the Customer by email or in-product notice. Unless expressly stated otherwise in the notice or the Order Form, fee changes apply to new orders and renewal terms and do not affect the then-current paid term. Charges may be adjusted to reflect the actual number of users/seats and any metered usage or overages as described in the Order Form.

8.2 Billing and payment

Unless otherwise specified in an Order Form or statement of work: (a) fees are due at the time of purchase; (b) invoices (if any) will be issued on or around the dates set out in the Order Form/statement of work or as otherwise mutually agreed; and (c) amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law (including, where applicable, the UK Late Payment of Commercial Debts regime), plus reasonable costs of collection. Meazurely may suspend or limit access to the Services for non-payment.

Fees will be invoiced and payable in the currency stated in the Order Form or statement of work (or as otherwise permitted by Meazurely). The Customer must provide current billing and accounts-payable contact details and promptly update Meazurely of any changes. By providing a payment method, the Customer authorises Meazurely (and its payment processors) to charge that method for fees, renewals, usage/overages and applicable taxes, unless auto-renewal is disabled in accordance with the Agreement.

8.3 Taxes

Fees are exclusive of VAT and other taxes (including sales, use, goods and services, excise, duties, levies or similar), unless expressly stated otherwise on the Order Form. The Customer is responsible for all such taxes related to the Services, other than taxes based on Meazurely’s net income. If withholding or deduction is required by law, the Customer will pay any additional amounts necessary so that Meazurely receives the full amount it would have received absent such withholding. If Meazurely pays any such taxes on the Customer’s behalf, the Customer will reimburse Meazurely upon request (including any interest/penalties not caused by Meazurely’s delay). Valid exemption certificates must be provided before invoicing to be honoured.

9. Term, Termination and Renewal

9.1 Term

Unless ended earlier in accordance with this Agreement, the Agreement for a particular Service remains in effect for the period specified in the applicable Order Form (the “Initial Term”). At the end of the Initial Term, the subscription will automatically renew for successive renewal terms equal to the expiring term (each, a “Renewal Term”) unless the Customer turns off auto-renewal in the billing portal or gives written notice to LIBERTY SOFT LTD trading as Meazurely before the end of the then-current term. Upon renewal, Meazurely may charge the payment method on file for the then-current fees, as described in Section 8. Any price changes will apply to renewals in accordance with Section 8.

9.2 Termination by Meazurely

Without liability, Meazurely may suspend or terminate access for an Authorised User or the Customer if Meazurely reasonably believes there is a breach of this Agreement (including, without limitation, Sections 3.4 and 4) or misuse that threatens security, privacy, or service integrity. Meazurely may terminate the Agreement (in whole or in part) on written notice if: (a) the Customer or any of its Authorised Users commits a material breach that is not remedied within thirty (30) days after notice; or (b) the Customer attempts to assign the Agreement in violation of the assignment provisions (see Section 19). Meazurely may disable Credentials associated with the affected accounts and may remove Content that directly gives rise to the breach where removal is necessary to protect the Services or comply with law.

9.3 Effect of termination

Upon termination or expiry of the Agreement for a particular Service, the licence granted in Section 3.1 ends and the Customer and its Authorised Users must stop using that Service. Termination does not affect obligations accrued prior to termination, including payment obligations. Sections of the Agreement which by their nature are intended to survive (including, without limitation, definitions, fees and payment, intellectual property, confidentiality, data protection, warranties & disclaimers, limitations of liability, indemnities, governing law/venue, and this Section 9.3) shall survive.

Except as set out in the Refund & Cancellation Policy, fees are non-refundable and termination or suspension does not relieve the Customer of any amounts due up to the effective date of termination.

Data retention. Following termination or expiry of a paid subscription, and upon request, Meazurely will retain the Customer’s Content for a short grace period (typically thirty (30) days) to enable export, unless a longer period is required by law. After that period, Content may be permanently deleted and become unrecoverable. For Free Customers, Meazurely has no obligation to retain Content after termination and may delete it at any time thereafter, subject to applicable law.

10. Warranties

10.1 Limited warranty

LIBERTY SOFT LTD trading as Meazurely warrants to the Customer (and not to individual Authorised Users) that, during the applicable Subscription Term (or other period stated in the relevant Order Form): (a) the ordered Service will in all material respects conform to its description in the then-current Documentation (the “Service Limited Warranty”); and (b) any Professional Services will be performed with reasonable skill and care in accordance with generally recognised industry standards for similar services.

Without limiting the foregoing, Meazurely does not warrant that: (i) any Service will meet the Customer’s requirements; (ii) any Service will be uninterrupted or error-free; or (iii) any Content will be accurate or reliable. The Customer acknowledges that the Services depend on networks, communications and hosting infrastructure (including third-party providers and the internet) and may be subject to delays, delivery failures and other issues inherent in such systems.

10.2 Exclusive remedy for breach of warranty

If an ordered Service does not conform to the Service Limited Warranty, Meazurely will, at its option and expense: (a) use reasonable efforts to correct the non-conformity or provide a workaround; (b) correct errors or discrepancies in the Documentation; or (c) provide a pro-rata refund of prepaid fees for the non-conforming Service for the unused portion of the Subscription Term. Where the Order Form specifies a usage period other than a fixed term (e.g., project-based), Meazurely may refund a reasonable pro-rata amount it determines equitably.

Meazurely has no liability under this Section for claims arising from: (i) improper or unauthorised use of a Service, or use not in accordance with the Documentation; (ii) modifications to a Service not made by Meazurely; or (iii) errors caused by the Customer’s or a third party’s infrastructure, networks, communications facilities, the internet, or other software/hardware used to access a Service. If Professional Services fail to meet the warranty above, Meazurely will, at its option, re-perform the affected services or provide an appropriate credit/refund. This Section states the Customer’s sole and exclusive remedy, and Meazurely’s entire obligation, for breach of the warranties in Section 10.1.

10.3 Disclaimer of other warranties

Meazurely is not responsible for the accuracy, completeness, appropriateness or legality of Content, files, user posts or other information you may access via the Services. You are responsible for verifying that Content rendered or exported by the Site/Application matches your original inputs.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE APPLICATION, SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEAZURELY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES/CONDITIONS OF MERCHANTABILITY (OR SATISFACTORY QUALITY), FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MEAZURELY DOES NOT WARRANT THAT THE SERVICES WILL BE CONTINUOUS, SECURE, ACCURATE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, THAT SERVERS OR THE APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SECURITY MEASURES WILL PREVENT ALL UNAUTHORISED ACCESS TO OR LOSS/ALTERATION OF PERSONAL DATA OR CONTENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT IS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT SHALL CREATE ANY WARRANTY. MEAZURELY PROVIDES NO WARRANTIES OF ANY KIND TO FREE CUSTOMERS.

Nothing in this Section affects any warranties that cannot be excluded or limited under the laws of England and Wales.

10.4 Customer warranty

The Customer warrants that: (1) it will use the Services only for the purposes intended and within the scope of this Agreement; (2) neither the Customer nor its Authorised Users will infringe Meazurely’s intellectual property rights; and (3) the Customer and its Authorised Users will comply with all applicable laws and regulations in connection with use of the Services, including export controls/sanctions and data protection/privacy laws.

10.5 Beta/preview features

The warranties in this Section do not apply to any Services, features or AI functionality identified as beta, preview, evaluation or otherwise not generally available (“Beta”). Beta is provided for testing on an AS IS, AS AVAILABLE basis, without support, SLA or warranty, and may be changed, suspended or withdrawn at any time. The Customer uses Beta at its own risk and should not rely on Beta for production use.

11. Limitation of Liability

EXCEPT IN RESPECT OF A PARTY’S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, INABILITY TO ACCESS THE SERVICES OR CONTENT, LOSS OF BUSINESS, PROFITS, REVENUE, GOODWILL OR DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (b) THE TOTAL AGGREGATE LIABILITY OF LIBERTY SOFT LTD TRADING AS MEAZURELY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Regardless of the form of action, Meazurely’s total aggregate liability to any Authorised User (who is not the Customer) arising out of or in connection with this Agreement shall be limited to GBP £1,000. The foregoing limitations apply to all claims in the aggregate.

Limitation period. To the extent permitted by law, the Customer and each Authorised User agree that any claim or cause of action arising out of or related to this Agreement must be brought within twelve (12) months from the date such claim or cause of action arose, failing which it shall be permanently barred.

Third-Party Providers. The Customer acknowledges that Meazurely relies on third-party providers to deliver aspects of the Services (see Section 7). To the fullest extent permitted by law, Meazurely shall not be liable for any loss, damage or cost to the extent caused by the acts or omissions of a third-party provider or matters outside Meazurely’s reasonable control.

Free Customers. In no event shall Meazurely have any liability arising from or related to a Free Customer’s use of the Services as a Free Customer.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.

12. Indemnities and Liabilities

12.1 Customer’s indemnification obligations

The Customer shall defend, indemnify and hold harmless LIBERTY SOFT LTD trading as Meazurely and its affiliates (including their directors, officers, employees and agents) from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Customer’s use of the Services, or use of the Services by anyone the Customer authorises to access them; (ii) actual or alleged infringement or misappropriation of intellectual property or other rights resulting from the Customer’s or its Authorised Users’ use of any Services beyond the scope of this Agreement, including (without limitation) any unauthorised use, reproduction or distribution of Drawings; (iii) use of the Services by the Customer or its Authorised Users in violation of applicable law or regulation (including, where applicable, data-protection, export control and e-privacy/marketing laws); (iv) Meazurely’s hosting, processing or other use of Customer Content in accordance with this Agreement; or (v) any breach of this Agreement by the Customer or its Authorised Users.

12.2 Indemnification procedure

The Customer will pay damages, costs and reasonable legal fees finally awarded against Meazurely (or agreed in a written settlement) to the extent attributable to a claim covered by Section 12.1, provided that: (A) Meazurely promptly notifies the Customer in writing of the claim (delay in notice will not relieve the Customer of its obligations except to the extent materially prejudiced); (B) the Customer is given sole control of the defence and settlement of the claim, except that the Customer shall not settle any claim without (I) a full and unconditional release of Meazurely and (II) Meazurely’s prior written consent to any settlement that imposes any admission of liability, non-monetary obligation or ongoing performance on Meazurely; and (C) Meazurely provides reasonable cooperation and assistance at the Customer’s expense.

13. Privacy

13.1 Policy

The Meazurely Privacy Policy (the “Privacy Policy”) is expressly incorporated into this Agreement by reference. Any information you provide to LIBERTY SOFT LTD trading as Meazurely, or that we collect in connection with your access to or use of the Services, is processed in accordance with the Privacy Policy, as updated from time to time in line with its terms.

13.2 Collection and use of personal information

By using a Service, you acknowledge that Meazurely may collect and process your personal information submitted via the Site or Application, or otherwise provided in connection with the Services, and may use such information as described in the Privacy Policy (for example, to provide, secure and improve the Services, and to comply with law).

13.3 Communications from Meazurely

Meazurely may send service-related communications (e.g., transactional emails, security or operational notices) regarding the functionality or delivery of a Service. Marketing communications will be sent in accordance with applicable law (e.g., PECR/UK GDPR) and you may opt out at any time as described in the Privacy Policy.

13.4 Analytics and tracking

Your use of the Services may be monitored or logged by Meazurely (for example, through server logs, telemetry and analytics) to operate, secure, troubleshoot and improve the Services, and for the other purposes set out in the Privacy Policy. You can manage certain preferences via in-product settings or cookie controls where available.

13.5 Recommendations of third-party goods and services

Meazurely may use product usage information and limited contextual information (and, where necessary, machine-processed analysis of Customer Content) to recommend features, integrations, products or services—our own or from selected partners—that may be relevant to the Customer or its Authorised Users, as described in the Privacy Policy. Such recommendations are subject to your settings and applicable law, and do not grant any rights in or to Customer Content.

14. Confidentiality

14.1 Confidential Information

“Confidential Information” means all non-public information relating to the technology, products, services, pricing, roadmaps, business, finances, customers, suppliers or operations of a party (the “Disclosing Party”) that is disclosed or made available to the other party (the “Receiving Party”) under this Agreement, whether in written, oral, visual, electronic or other form, that: (a) is marked or identified as confidential at or before disclosure; (b) is disclosed orally or visually and described in reasonable detail as confidential in a written notice sent within thirty (30) days after disclosure; or (c) ought reasonably to be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that the Receiving Party can demonstrate:

• (i) was lawfully known to it without restriction before receipt from the Disclosing Party;
• (ii) is lawfully received from a third party without breach of any obligation of confidence;
• (iii) becomes publicly available through no breach of this Agreement by the Receiving Party; or
• (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

For the avoidance of doubt, LIBERTY SOFT LTD trading as Meazurely owes duties of confidence to the Customer under this Section 14, and not separately to individual Authorised Users.

14.2 Treatment of Confidential Information

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (b) protect it from unauthorised use or disclosure with at least the same degree of care it uses to protect its own similar information (and in any event no less than reasonable care).

The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers and affiliates who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section. If the Receiving Party is Meazurely, disclosures and uses of personal data will also be as set out in the Privacy Policy and (where applicable) the Data Processing Addendum.

14.3 Required disclosures

If the Receiving Party is required by law, court order or governmental authority to disclose Confidential Information, it may do so provided that (unless legally prohibited) it gives the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of Confidential Information that it is legally required to disclose.

14.4 Return and destruction

Upon termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party will use commercially reasonable efforts to promptly delete or destroy the Disclosing Party’s Confidential Information in its possession or control, and, upon request, confirm such deletion in writing. The Receiving Party may retain copies as required by law or for bona fide audit, compliance or archival purposes, provided that any retained Confidential Information remains subject to this Section 14 and is stored securely; routine back-ups will be deleted in accordance with standard retention cycles.

14.5 Survival

The obligations in this Section 14 survive for two (2) years from termination or expiry of this Agreement; however, with respect to information that constitutes a trade secret under applicable law, the obligations continue for so long as such information remains a trade secret.

15. Miscellaneous

15.1 Assignment

The Customer may not assign or otherwise transfer this Agreement (in whole or in part) or any of its rights or obligations hereunder to any third party without the prior written consent of LIBERTY SOFT LTD trading as Meazurely (such consent not to be unreasonably withheld or delayed). Subject to the restriction on transfer set forth in this Section 15.1, this Agreement binds and benefits the parties and their respective permitted successors and assigns. Meazurely may assign this Agreement in connection with a merger, reorganisation, sale of assets, or similar corporate transaction.

15.2 Relationship of the parties

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment or franchise relationship between the parties. Neither party may make commitments or representations on the other’s behalf.

15.3 Injunctive relief

The parties acknowledge that a breach or threatened breach by the Customer of Sections 3 or 14 may cause irreparable harm to Meazurely for which monetary damages would be an inadequate remedy. In such case, Meazurely is entitled to seek injunctive or other equitable relief without the need to prove damages or post a bond.

15.4 Notices

Notices under this Agreement must be in writing and delivered by hand, courier, or email. Notices are deemed received: (a) when delivered by hand; (b) on the date and time indicated by courier confirmation; or (c) when sent by email if sent during business hours in the recipient’s locale (otherwise on the next Business Day), provided no bounce-back is received.

Meazurely (LIBERTY SOFT LTD)

Attn: Legal • 12 Constance Street, London, England, E16 2DQ • legal@meazurely.com

Customer

To the billing or legal contact provided in the applicable Order Form or as updated by the Customer in writing.

15.5 Waiver

Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver. A waiver is effective only if in writing and signed by an authorised representative of the waiving party, and applies only to the specific instance identified.

15.6 Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the laws of England and Wales, excluding its conflict of laws rules. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales (sitting in London) to settle any such dispute or claim. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

To the extent permitted by law, no action arising out of or related to this Agreement may be brought by either party more than twelve (12) months after the cause of action arose; provided that nothing in this Agreement limits a party’s ability to bring an action in connection with fraud or intentional/wilful misconduct.

15.7 Government rights

If any software forming part of the Application or Documentation is licensed to or used by the United States Government, such software and documentation are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, and are provided to U.S. Government end users only with the rights set forth in this Agreement. The manufacturer is LIBERTY SOFT LTD, 12 Constance Street, London, England, E16 2DQ.

15.8 Entire agreement; order of precedence

These Terms and Conditions are incorporated by reference into each Order and Order Form. They apply to all Services unless a separate written agreement between Meazurely and the Customer expressly governs the Customer’s use of specific Services, in which case that agreement controls for those Services. Together with any applicable Order Form(s) and/or statement(s) of work, this Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, proposals and agreements (written or oral). Any existing mutual confidentiality agreement remains in force in accordance with its terms; if any provision of such agreement conflicts with this Agreement, the confidentiality agreement controls with respect to confidentiality only. In the event of conflict between an Order Form or statement of work and these Terms, the Order Form or statement of work prevails for the relevant order.

15.9 Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent, and the remaining provisions shall remain in full force and effect.

16. Amendment to Terms and Conditions

LIBERTY SOFT LTD trading as Meazurely may modify these Terms and Conditions from time to time. Unless a different effective date is stated in the notice, changes take effect upon the earlier of (i) posting the updated Terms at https://meazurely.com/terms, or (ii) notifying the Customer (e.g., by email or in-product notice). Oral statements or representations will not modify these Terms. Please review the Terms periodically.

Your or your Authorised Users’ continued access to or use of the Services after the effective date of changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services. For clarity, fee changes are governed by Section 8, and material changes that reduce core functionality of a paid plan during a current term will be handled in accordance with Section 9.

17. Uptime Guarantee

Meazurely targets a monthly service availability of 99.9% (“Service Uptime”). If we do not meet this target in a given calendar month, the Customer may request a service credit in accordance with our Service Level Agreement (SLA). Credits are applied to future invoices, are not cash refundable, and exclude taxes. Credits are the Customer’s exclusive remedy for availability issues.

Exclusions. The Service Uptime calculation excludes unavailability caused by:

1. planned maintenance or repairs with reasonable advance notice;
2. issues affecting only the Customer or its Authorised Users (e.g., local device, network, or ISP problems);
3. power failures or events of force majeure beyond Meazurely’s reasonable control; and

Service uptime is determined using Meazurely’s monitoring and logs on a prorated monthly basis. Meazurely is not responsible for delays or interruptions attributable to causes beyond its reasonable control, including limited availability of telecommunications lines or facilities, failures of other communications equipment, internet access delays or failures, third-party service issues, the Customer’s or its Authorised Users’ equipment or software, or the Customer’s failure to meet its responsibilities under this Agreement.