Master Agreement
Table of Contents
Master Subscription Agreement 1
3. Service Levels and Support 1
9. Warranties and Disclaimers 1
Master Subscription Agreement
Hopkins Last updated: August 4, 2026
This Master Subscription Agreement (this “Agreement”) governs the relationship between Hopkins (“Hopkins”, “we”, “us”, or “our”) and the entity or individual identified as the customer in the applicable order form, checkout page, or order confirmation email referencing this Agreement (the “Customer”). Hopkins and Customer are each a “Party” and, collectively, the “Parties.” By accessing or using the Services, Customer agrees to be bound by this Agreement in its entirety.
1. Overview and Services
Subject to the terms and conditions of this Agreement, Hopkins will make available to Customer the Hopkins software-as-a-service platform, which provides digital visibility management and business intelligence services for merchants. These services include, without limitation: automated visibility scoring and profile completeness analysis; AI Engine Optimisation (AEO) tools and recommendations; Google Business Profile synchronisation and field-level comparison; competitive benchmarking against businesses in the same category; Partner ROI tracking with integrations to affiliate platforms including Impact, PartnerStack, Everflow, Post Affiliate Pro, and Refersion; and llms.txt generation for AI assistant discoverability (each individually a “Service” and, collectively, the “Services”). The specific Services, applicable usage limits, and subscription period are set out in the applicable order (the “Order”).
2. Access and Use
2.1 Ordering Process
Subscriptions to the Services are purchased pursuant to an Order. The Order will identify the Services to which Customer is subscribing, any applicable usage limits (such as limits on the number of locations, users, or integrations), and the subscription period.
2.2 Access Grant
During the Term, subject to Customer’s compliance with this Agreement, Hopkins grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business purposes in accordance with the documentation and any limitations set out in the applicable Order. This licence includes the right to access and use reports, insights, recommendations, and other outputs generated through the Services (“Service Content”) for Customer’s internal business purposes.
2.3 Users
“User” means an employee or authorised representative of Customer that Customer permits to access the Services using credentials designated by Hopkins. Customer is responsible for ensuring that the number of Users does not exceed any maximum specified in the applicable Order. Customer will not make the Services available to any person other than authorised Users. Each User must keep their login credentials confidential and must not share them with any other person. Customer is responsible for all actions taken through User credentials and will promptly notify Hopkins of any known or suspected compromise of any credentials.
2.4 Restrictions
Customer will not, and will not permit anyone else to, directly or indirectly: (a) provide access to, distribute, sell, or sublicence the Services or Service Content to any third party other than authorised Users; (b) use the Services to develop a competing product or service, or to provide services to a third party on a bureau or outsourced basis; (c) reverse engineer, decompile, disassemble, or attempt to access the source code or non-public APIs of the Services, except to the extent expressly permitted by applicable law; (d) modify or create derivative works of the Services or copy any element thereof; (e) remove or obscure any proprietary notices within the Services; (f) publish benchmarks or performance information about the Services without Hopkins’ prior written consent; (g) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability testing of the Services without Hopkins’ prior written consent; (h) transmit viruses, malware, or other harmful code to the Services; (i) use the Services in any manner that violates applicable law, including laws relating to data privacy, consumer protection, or export controls.
3. Service Levels and Support
During the Term, Hopkins will use commercially reasonable efforts to make the Services available in accordance with its then-current Service Level Agreement and to provide customer support in accordance with its then-current Support Policy, each as published on the Hopkins website and updated from time to time.
4. Data
4.1 Retention of Rights
Neither Party grants the other any rights or licences not expressly set out in this Agreement. Customer retains all rights in and to Customer Data. Hopkins and its licensors retain all rights in and to Service Content and the Hopkins platform and technology.
4.2 Use of Customer Data
Customer grants Hopkins a non-exclusive, worldwide, royalty-free, fully paid-up licence to access and use any materials that Customer (including its Users) inputs or makes available through the Services, including business profile data, integration credentials, and any other content submitted to the platform (collectively, “Customer Data”), solely to: (a) provide the Services and as otherwise permitted under this Agreement; and (b) derive or generate anonymised, aggregated, de-identified data and insights (“Telemetry”) that do not identify Customer, any User, or any natural person. As between the Parties, Hopkins owns all Telemetry.
4.3 Data Processing Agreement
To the extent Hopkins processes Customer Data that constitutes personal data under applicable data protection law, each Party will comply with the obligations set out in the Hopkins Data Protection Agreement, which is incorporated into this Agreement by reference.
4.4 Google API Data
Where Customer authorises Hopkins to access Google Business Profile data via the Google API, Hopkins confirms that such data is used solely to provide the GBP sync and field comparison features within the Services. Hopkins does not use Google API data to develop, improve, or train generalised AI or machine learning models, and does not sell or transfer such data to third parties except as necessary to provide the Services or as required by law. Hopkins’ use of Google API data complies with the Google API Services User Data Policy, including the Limited Use requirements.
5. Customer Obligations
Customer is solely responsible for its Customer Data, including its content, accuracy, and legality. Customer represents and warrants that it has made all required disclosures, provided all required notices, and obtained all necessary rights, consents, and permissions for Hopkins to access and use Customer Data and exercise the rights granted to it under this Agreement, without violating any applicable law, third-party rights, or third-party terms or policies.
6. Suspension of Service
Hopkins may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 or more days overdue on any payment; (c) changes to applicable law require Hopkins to suspend the Services or would otherwise impose additional liability on Hopkins; or (d) Customer’s actions risk harm to Hopkins’ other customers or to the security, availability, or integrity of the Services. Where practicable, Hopkins will use reasonable efforts to provide Customer with prior notice of any suspension.
7. Third-Party Platforms
The Services may support integration with third-party platforms, APIs, or services not provided by Hopkins (“Third-Party Platforms”), including Google Business Profile and affiliate tracking networks. Customer’s use of any Third-Party Platform is governed by Customer’s agreement with the relevant provider and not by this Agreement. Hopkins does not control and has no liability for Third-Party Platforms, including their security, functionality, availability, or interoperability with the Services. By enabling a Third-Party Platform to interact with the Services, Customer authorises Hopkins to access and exchange Customer Data with that Third-Party Platform on Customer’s behalf. Where an integration requires Customer’s access credentials for a Third-Party Platform, Customer: (a) agrees to provide such credentials; (b) represents and warrants that it has all necessary rights to provide them; and (c) authorises Hopkins to use them solely in connection with providing the Services.
8. Fees and Taxes
8.1 Fees
Customer will pay the fees for the Services as set out in each Order (“Fees”). Unless otherwise specified in the Order, all Fees are stated in US dollars, invoiced in advance, and due within 30 days of the invoice date. Fees for renewal terms are at Hopkins’ then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as expressly set out in Section 13 (Termination) or as required by applicable law.
8.2 Taxes
Customer is responsible for all sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Order, whether domestic or foreign, other than taxes on Hopkins’ net income. All Fees are exclusive of applicable taxes.
8.3 Late Payment
Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until the date of payment in full.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each Party represents, warrants, and covenants that: (a) it is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes a valid and binding obligation of such Party.
9.2 Hopkins Warranties
Hopkins warrants that: (a) the Services will perform materially in accordance with the applicable documentation during the Term; (b) Hopkins will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner; and (c) to Hopkins’ knowledge, the Services do not contain any malicious code designed to damage, disable, or impair the Services or Customer’s systems.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HOPKINS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HOPKINS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
10. Indemnification
10.1 Hopkins Indemnification
Hopkins will defend Customer against any third-party claim alleging that the Services, as provided by Hopkins and used in accordance with this Agreement, infringe any patent, copyright, trade mark, or trade secret of a third party, and will indemnify Customer against any damages and costs finally awarded against Customer in connection with such claim. Hopkins’ obligations under this section do not apply to claims arising from: (a) Customer’s modification of the Services; (b) Customer’s combination of the Services with third-party products or services not provided or authorised by Hopkins; (c) Customer’s use of the Services beyond the scope of this Agreement; or (d) Customer Data.
10.2 Customer Indemnification
Customer will defend Hopkins against any third-party claim arising from or relating to Customer Data, including any claim that Customer Data infringes any third-party intellectual property rights or violates any applicable law, and will indemnify Hopkins against any damages and costs finally awarded against Hopkins in connection with such claim.
10.3 Procedure
The indemnifying Party’s obligations are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the claim; (b) granting the indemnifying Party sole control of the defence and settlement of the claim; and (c) providing reasonable cooperation and assistance at the indemnifying Party’s expense.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Aggregate Liability Cap
EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO HOPKINS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions
The limitations in Sections 11.1 and 11.2 do not apply to: (a) either Party’s indemnification obligations under Section 10; (b) either Party’s breach of its confidentiality obligations under Section 12; (c) damages arising from a Party’s gross negligence or wilful misconduct; or (d) liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence or for fraud.
12. Confidentiality
Each Party (the “Receiving Party”) agrees to keep confidential all non-public information disclosed by the other Party (the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). The Receiving Party will use Confidential Information only to exercise its rights and perform its obligations under this Agreement, and will disclose it only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party may disclose Confidential Information to the extent required by applicable law or court order, provided it gives the Disclosing Party reasonable prior notice (where legally permitted) and cooperates with the Disclosing Party’s efforts to seek a protective order. Upon termination of this Agreement, each Party will promptly return or destroy the other Party’s Confidential Information upon request. Each Party acknowledges that a breach of this Section may cause irreparable harm and that the Disclosing Party is entitled to seek injunctive relief without the need to post a bond.
13. Term and Termination
13.1 Term
This Agreement commences on the date Customer first accepts it and continues until all Orders have expired or been terminated (the “Term”). Each Order will specify its initial subscription period and will automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current period.
13.2 Termination for Cause
Either Party may terminate this Agreement or any Order upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach. Either Party may also terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
13.3 Termination for Convenience
Customer may terminate any Order for convenience upon 30 days’ written notice to Hopkins. Hopkins may terminate this Agreement or any Order for convenience upon 60 days’ written notice to Customer.
13.4 Effect of Termination
Upon expiration or termination of this Agreement: (a) all rights and licences granted to Customer will immediately cease; (b) Customer will promptly cease all use of the Services; (c) Hopkins will handle Customer Data in accordance with the Data Protection Agreement; and (d) any outstanding Fees for the remainder of the then-current subscription period will become immediately due and payable, except where Customer terminates for Hopkins’ uncured material breach, in which case Hopkins will provide a pro-rata refund of prepaid Fees for the unused portion of the subscription period.
13.5 Survival
Sections 4.1, 4.2, 8, 9.3, 10, 11, 12, 13.4, 13.5, and 14 survive expiration or termination of this Agreement.
14. General Provisions
14.1 Governing Law and Dispute Resolution
This Agreement is governed by the laws of the jurisdiction in which Hopkins is incorporated, without regard to conflict of law principles. The Parties will attempt to resolve any dispute informally before initiating formal proceedings. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the courts of Hopkins’ jurisdiction of incorporation.
14.2 Entire Agreement
This Agreement, together with all Orders, the Privacy Policy, and the Data Protection Agreement, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior and contemporaneous agreements, representations, and understandings.
14.3 Amendments
Hopkins may amend this Agreement by providing at least 30 days’ prior written notice to Customer. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. Amendments to individual Orders require the written consent of both Parties.
14.4 Assignment
Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other Party’s prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement. Any purported assignment in violation of this Section is void.
14.5 Force Majeure
Neither Party will be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, or internet or telecommunications failures, provided the affected Party gives prompt written notice and uses reasonable efforts to mitigate the impact.
14.6 Severability and Waiver
If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. A Party’s failure to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.
14.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and does not create any third-party beneficiary rights.
14.8 Notices
All notices under this Agreement must be in writing and delivered by email to the addresses specified in the applicable Order or on file with Hopkins. Notices are effective upon confirmed delivery.
14.9 Contact
Hopkins Email: legal@askhopkins.ai Website: askhopkins.ai
This Master Subscription Agreement was last updated on August 4, 2026.