Tethered Platform License Agreement

This Platform Licence Agreement (“Agreement”) is entered into between:

Tethered App Ltd, a company incorporated in Scotland (Company Number: SC791408), having its registered office at 5 Canniesburn Toll, Glasgow, Scotland, G61 2QU (“Tethered”, “we”, “us”, “our”); and

The individual or legal entity identified during the onboarding process (“Client”, “you”, “your”),

together referred to as the “Parties” and each a “Party”.

Effective Date: This Agreement shall take effect on the date on which the Client indicates acceptance by ticking the mandatory acceptance checkbox during the Platform onboarding process (the “Effective Date”).

By ticking the acceptance checkbox, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. Where the Client is a legal entity, the individual indicating acceptance warrants that they have the authority to bind that entity to this Agreement.

Electronic Acceptance: The Parties acknowledge and agree that acceptance of this Agreement by way of ticking the mandatory acceptance checkbox during the Platform onboarding process shall have the same legal force and effect as a wet-ink signature. A record of the date, time, IP address, and method of acceptance shall be maintained by Tethered and shall constitute evidence of the Client’s agreement to be bound by these terms. The Requirements of Writing (Scotland) Act 1995, as amended, shall apply.

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

“Bespoke Content” means any content (including but not limited to audio recordings, scripts, visual materials, soundscapes, dreamscapes, sleep stories, and musical compositions) created specifically for the Client by Tethered on a bespoke, commissioned basis, as distinct from Platform Content;

“Client App” means the white-label mobile application or web application provisioned to the Client through the Platform, bearing the Client’s branding and trade marks in accordance with this Agreement;

“Client Data” means all data, information, text, images, trade marks, logos, and other materials uploaded or submitted to the Platform by the Client, excluding any Tethered IP;

“Confidential Information” means all information (whether written, oral, or in electronic form) disclosed by one Party to the other that is marked as confidential or that a reasonable person would consider to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, pricing, technical specifications, customer lists, and financial information;

“End User” means any individual who accesses or uses the Client App;

“Fees” means the fees payable by the Client to Tethered as set out in the applicable pricing plan selected during onboarding, any Order Form, or as otherwise agreed in writing between the Parties;

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Order Form” means (as applicable) the package, pricing plan, and service selections confirmed by the Client during the Platform onboarding process, or any separate order form, statement of work, or written agreement between the Parties that references this Agreement and sets out specific services, packages, pricing, and vertical applicable to the Client;

“Platform” means the Tethered technology platform, including all software, APIs, content management systems, content generation tools, hosting infrastructure, and associated services provided by Tethered;

“Platform Content” means all content made available through the Platform by Tethered, including but not limited to audio recordings, scripts, visual materials, soundscapes, dreamscapes, sleep stories, musical compositions, and AI-generated content, whether pre-existing or generated through the Platform’s content generation tools;

“Tethered IP” means the Platform, all Platform Content, all Bespoke Content (subject to Clause 5.4), all software, algorithms, methodologies, templates, formats, prompt structures, audio assembly processes, and all Intellectual Property Rights therein, whether existing at the Effective Date or created during the term of this Agreement;

“Vertical” means the specific industry category or use case for which the Client’s licence is granted, as identified during the onboarding process or in the applicable Order Form (by way of example: hospitality, wellness, fitness, education);

1.2 In this Agreement, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) a reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time; (c) a reference to writing or written includes email; (d) headings are for convenience only and shall not affect the interpretation of this Agreement; and (e) any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2. Licence Grant

2.1 Subject to the Client’s compliance with the terms of this Agreement and timely payment of all Fees, Tethered hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and Platform Content solely for the purpose of operating the Client App within the agreed Vertical during the term of this Agreement.

2.2 The licence granted under Clause 2.1 is strictly limited to the Vertical specified during onboarding or in the applicable Order Form. The Client shall not use the Platform, Platform Content, or Client App for any purpose outside the agreed Vertical without the prior written consent of Tethered.

2.3 The Client acknowledges and agrees that this Agreement grants a licence only and that no title to or ownership interest in the Platform, Platform Content, or any Tethered IP is transferred to the Client.

2.4 Tethered reserves the right to modify, update, or enhance the Platform at any time. Where such modifications materially affect the Client’s use of the Platform, Tethered shall provide reasonable notice to the Client.

3. Client Obligations

3.1 The Client shall:

1. use the Platform and Client App only for lawful purposes and in accordance with this Agreement;

2. ensure that all Client Data uploaded to the Platform does not infringe the Intellectual Property Rights or other rights of any third party;

3. maintain the security and confidentiality of any login credentials and access codes provided by Tethered, and notify Tethered immediately of any unauthorised access;

4. comply with all applicable laws and regulations, including but not limited to data protection legislation;

5. not copy, modify, distribute, sell, lease, sublicence, reverse engineer, decompile, or disassemble any part of the Platform or Tethered IP;

6. not attempt to gain unauthorised access to any systems or networks connected to the Platform;

7. not use the Platform to store or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, or otherwise objectionable;

8. not use any Platform Content or Tethered IP to train, develop, or improve any artificial intelligence model, machine learning system, or similar technology without Tethered’s express prior written consent; and

9. be solely responsible for all End User interactions and for ensuring that the Client App is used in compliance with all applicable laws.

3.2 The Client acknowledges that the Platform provides functionality enabling the Client to present terms and conditions and privacy policies to End Users (including mandatory acceptance checkboxes). The Client shall be solely responsible for:

1. drafting, maintaining, and updating the content of all terms and conditions and privacy policies presented to End Users through the Client App, and ensuring that such content is accurate, complete, legally compliant, and appropriate for the Client’s specific use case and jurisdiction;

2. obtaining and maintaining all necessary consents, licences, and permissions required in connection with the operation of the Client App and the collection and processing of any End User data; and

3. ensuring that its data collection and processing practices comply with all applicable data protection legislation, including (where applicable) the UK General Data Protection Regulation and the Data Protection Act 2018.

3.3 Tethered’s role is limited to providing the technical infrastructure and tools through which the Client may present its legal notices and obtain End User acceptance. Tethered does not review, approve, or verify the content of any Client-authored terms or policies, and accepts no liability for any deficiency, inaccuracy, or non-compliance in such content.

3.4 The Client shall not, during the term of this Agreement and for a period of twelve (12) months following its termination or expiry, whether directly or indirectly, alone or in conjunction with any third party:

1. develop, commission, operate, or assist in the development of any platform, software, application, or service that is substantially similar to, or competes with, the Platform or any material part of it;

2. use any knowledge, methodology, process, content structure, prompt engineering technique, or business model gained through access to the Platform for the purpose of creating a competing product or service;

3. replicate or attempt to replicate the content generation, assembly, or delivery processes employed by the Platform; or

4. solicit, encourage, or assist any other client or user of the Platform to do any of the foregoing.

3.5 The Client acknowledges that the restrictions in Clause 3.4 are reasonable and necessary for the protection of Tethered’s legitimate business interests and Intellectual Property Rights, and that damages alone would not be an adequate remedy for breach of such restrictions. Tethered shall be entitled to seek interdict, specific implement, or other equitable relief in the event of any breach or threatened breach of Clause 3.4, without prejudice to any other rights or remedies available to it.

4. Fees and Payment

4.1 The Client shall pay all Fees as set out in the applicable pricing plan, Order Form, or as otherwise agreed in writing between the Parties.

4.2 Unless otherwise stated, all Fees are exclusive of VAT, which shall be payable by the Client at the prevailing rate where applicable.

4.3 Tethered reserves the right to vary the Fees upon providing the Client with not less than thirty (30) days’ written notice. Continued use of the Platform following such notice shall constitute acceptance of the revised Fees.

4.4 Where the Client fails to make any payment due under this Agreement by the due date, Tethered may, without prejudice to any other right or remedy:

1. charge interest on the overdue amount at the rate of four per cent (4%) per annum above the Bank of England base rate from time to time, calculated daily from the due date until payment is received in full;

2. suspend the Client’s access to the Platform and the Client App until all outstanding amounts are paid; and/or

3. terminate this Agreement in accordance with Clause 9.

4.5 Billing Period. The Client shall select a billing period (monthly or annual) during onboarding or as specified in the applicable Order Form. The selected billing period shall constitute the “Billing Period” for the purposes of this Agreement.

4.6 Annual Subscriptions. Where the Client selects an annual Billing Period:

1. the annual Fee shall be payable in advance at the start of each annual Billing Period;

2. if the Client terminates this Agreement or downgrades their package during an annual Billing Period, no refund shall be due for the unexpired portion of that Billing Period, and the Client shall continue to have access to the Platform until the end of the paid Billing Period;

3. if Tethered terminates this Agreement for any reason other than the Client’s breach, Tethered shall refund the Client a pro-rata portion of any annual Fees paid in advance for the unexpired portion of the Billing Period; and

4. Tethered may offer a discounted rate for annual subscriptions, the details of which shall be set out in the applicable pricing plan or Order Form.

4.7 Renewal. Unless the Client provides written notice of non-renewal at least thirty (30) days prior to the end of the current Billing Period, the subscription shall automatically renew for a further Billing Period of the same duration at the then-current Fees. Tethered shall provide the Client with reasonable notice of any Fee increase that will apply upon renewal.

4.8 Onboarding Selections and Package Changes. The specific services, content packages, number of tracks, and other commercial terms applicable to the Client shall be as set out in the pricing plan and package selected during the Platform onboarding process, or in any applicable Order Form. The Client may request changes to their package or commercial terms at any time. Such changes shall take effect upon:

1. confirmation through the Platform’s account management interface and payment of any applicable additional Fees; or

2. where applicable, execution of a new or amended Order Form by both Parties, which shall supersede the previous Order Form to the extent of any inconsistency.

4.9 For the avoidance of doubt, changes to package selections or Order Forms do not constitute a variation of this Agreement for the purposes of Clause 13.2. The master terms of this Agreement shall continue to apply to all package selections and Order Forms.

5. Intellectual Property

5.1 All Tethered IP, including but not limited to the Platform, Platform Content, all software, algorithms, content generation methodologies, templates, formats, prompt structures, and audio assembly processes, is and shall remain the exclusive property of Tethered. Nothing in this Agreement shall operate to transfer or assign any Intellectual Property Rights in the Tethered IP to the Client.

5.2 All Platform Content, including content generated through the Platform’s automated content generation tools, shall remain the exclusive property of Tethered. The Client is granted a licence to use such content solely in accordance with Clause 2 and solely within the Client App during the subsistence of this Agreement.

5.3 Upon termination or expiry of this Agreement for any reason, the Client’s licence to use all Platform Content shall immediately cease, and the Client shall have no further right to use, display, distribute, or make available any Platform Content.

5.4 Bespoke Content. Where Tethered creates Bespoke Content for the Client on a commissioned basis:

1. all Intellectual Property Rights in the Bespoke Content shall vest in and remain the property of Tethered;

2. the Client shall be granted a licence to use the Bespoke Content on the same terms as Platform Content under this Agreement;

3. the Client may request to purchase an assignment of the Intellectual Property Rights in specific Bespoke Content items by written request to Tethered. Any such assignment shall be subject to a separate written agreement between the Parties and payment of an additional fee to be agreed. Until such assignment is formally executed, all Intellectual Property Rights shall remain with Tethered; and

4. Tethered retains the right to use any techniques, methodologies, processes, and general knowledge developed or employed in the creation of Bespoke Content for other clients and purposes.

5.5 The Client grants to Tethered a non-exclusive, royalty-free, worldwide licence to use the Client Data solely for the purpose of providing the Platform and associated services under this Agreement. The Client warrants that it has all necessary rights and consents to grant this licence.

5.6 All Intellectual Property Rights in the Client Data shall remain the property of the Client (or its licensors, as applicable).

5.7 The Client shall not use any Tethered trade marks, logos, or branding except as expressly authorised by Tethered in writing. Tethered may require the Client to include a “Powered by Tethered” or similar attribution within the Client App, and the Client shall comply with any such requirement.

6. AI-Generated Content

6.1 The Client acknowledges that certain content available through the Platform may be generated in whole or in part by artificial intelligence tools and technologies. Tethered makes no warranty that AI-generated content will be free from errors, inaccuracies, or unintended outputs.

6.2 The Client shall review all content prior to publishing it through the Client App and shall be solely responsible for ensuring that any content published is accurate, appropriate, and compliant with applicable laws and regulations.

6.3 Tethered shall not be liable for any loss or damage arising from the Client’s publication of AI-generated content without adequate review, or from any reliance placed upon AI-generated content by the Client or any End User.

6.4 The Client acknowledges that the nature and quality of AI-generated content may vary and that Tethered does not guarantee that such content will meet the Client’s specific requirements or expectations.

7. Data Protection

7.1 Roles: The Parties acknowledge that for the purposes of the Data Protection Legislation, they are Joint Controllers in respect of End User Account Data. Tethered acts as a Processor in respect of specific Client Data uploaded to the Platform.

7.2 Transparency: The Client (Hotel) shall ensure that any guest scanning the QR code is presented with a link to both the Client’s and Tethered’s Privacy Notices prior to account creation.

7.3 Special Category Data: The Client acknowledges that the Platform processes health-related data (e.g., sleep/anxiety patterns). The Client warrants it has a valid legal basis for this processing.

7.4 Data Sharing Agreement: The Parties shall adhere to the "Tethered Joint Controller Appendix" which governs the division of responsibilities for Data Subject Access Requests (DSARs).

8. Confidentiality

8.1 Each Party undertakes that it shall not at any time during this Agreement or for a period of three (3) years after its termination, disclose to any person any Confidential Information of the other Party, except as permitted by Clause 8.2.

8.2 Each Party may disclose the other Party’s Confidential Information:

1. to its employees, officers, advisers, and subcontractors who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under this Agreement, provided that the disclosing Party shall ensure that each such person complies with the obligations of confidentiality set out in this Clause 8; and

2. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

8.3 No Party shall use any other Party’s Confidential Information for any purpose other than the performance of its obligations under this Agreement.

9. Term and Termination

9.1 This Agreement shall commence on the Effective Date and shall continue in force until terminated in accordance with this Clause 9.

9.2 Either Party may terminate this Agreement by giving the other Party not less than thirty (30) days’ written notice.

9.3 Termination for material breach. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

1. the other Party commits a material breach of any term of this Agreement which is irremediable;

2. the other Party commits a material breach of any term of this Agreement which is capable of remedy and fails to remedy that breach within fourteen (14) days of receiving written notice requiring it to do so; or

3. the other Party becomes insolvent, enters into administration, liquidation, or receivership, makes any arrangement or composition with its creditors, or any analogous event occurs in any jurisdiction.

9.4 Tethered may terminate this Agreement or suspend the Client’s access to the Platform with immediate effect, without liability, if:

1. the Client fails to pay any Fees when due and such failure continues for fourteen (14) days after written notice;

2. the Client’s use of the Platform poses a security risk to Tethered or any third party;

3. the Client uses the Platform outside the agreed Vertical without prior written consent;

4. the Client’s use of the Platform breaches any applicable law or regulation; or

5. Tethered reasonably determines that the Client’s continued use of the Platform may cause harm to Tethered’s reputation, business, or other clients.

9.5 Upon termination or expiry of this Agreement for any reason:

1. the Client’s licence to access and use the Platform, all Platform Content, and all Bespoke Content (unless validly assigned) shall immediately cease;

2. the Client shall immediately cease all use of the Client App and shall remove or disable all public access to the Client App;

3. the Client shall promptly return or, at Tethered’s election, destroy all copies of any Confidential Information belonging to Tethered;

4. Tethered may delete or archive all Client Data held on the Platform after a period of thirty (30) days following termination, unless the Client requests its return in writing within that period; and

5. any accrued rights and obligations of the Parties as at the date of termination shall not be affected.

9.6 Clauses 5 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law and Jurisdiction) shall survive termination or expiry of this Agreement.

10. Limitation of Liability

10.1 Nothing in this Agreement shall exclude or limit either Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by applicable law.

10.2 Subject to Clause 10.1, Tethered’s total aggregate liability to the Client under or in connection with this Agreement, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to Tethered in the six (6) months immediately preceding the date on which the claim arose.

10.3 Subject to Clause 10.1, Tethered shall not be liable to the Client for any:

1. indirect or consequential loss;

2. loss of profits, revenue, business, or anticipated savings;

3. loss of goodwill or reputation;

4. loss of data or corruption of data (save to the extent caused by Tethered’s negligence); or

5. any loss arising from circumstances beyond Tethered’s reasonable control.

10.4 The Platform is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Tethered makes no warranties, representations, or undertakings, whether express or implied, as to the Platform’s fitness for a particular purpose, merchantability, uninterrupted availability, or error-free operation.

10.5 Tethered shall not be responsible for any failures, delays, or interruptions caused by third-party services, hosting providers, internet service providers, or any other matter beyond Tethered’s reasonable control.

11. Indemnification

11.1 The Client shall indemnify, defend, and hold harmless Tethered and its directors, officers, employees, agents, and subcontractors from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. the Client’s breach of this Agreement;

2. the Client’s use of the Platform in a manner not authorised by this Agreement;

3. any claim that the Client Data or the Client’s trade marks infringe the Intellectual Property Rights or other rights of a third party;

4. any claim by an End User arising from the Client App or the Client’s provision of services to End Users;

5. the Client’s failure to comply with any applicable law, regulation, or code of practice; and

6. any act or omission of the Client’s employees, agents, or subcontractors in connection with this Agreement.

12. Force Majeure

12.1 Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government actions, fire, flood, storm, power failure, failure of telecommunications networks, or failure of third-party services upon which the Platform depends (including but not limited to artificial intelligence and large language model service providers, cloud hosting providers, content generation APIs, voice synthesis services, music generation services, image generation services, and audio processing services); changes to third-party service provider terms of use, pricing, availability, or capabilities; rate limiting, throttling, degradation, or discontinuation of third-party artificial intelligence services; changes in applicable laws or regulations governing artificial intelligence, machine learning, or generative content; and any inability to generate, produce, or deliver content caused by any of the foregoing.

12.2 The affected Party shall notify the other Party as soon as reasonably practicable of the force majeure event and shall use reasonable endeavours to mitigate its effects. If a force majeure event continues for a period exceeding sixty (60) days, either Party may terminate this Agreement by giving written notice to the other Party.

13. General Provisions

13.1 Entire Agreement. This Agreement, together with any applicable Order Form and the documents referred to in it, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, representations, and warranties, whether written or oral, relating to its subject matter.

13.2 Variation. Save as expressly provided in Clause 4.3 (variation of Fees), no variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party. For the avoidance of doubt, variations to Fees shall be governed exclusively by the mechanism set out in Clause 4.3 and shall not require a signed written variation under this Clause 13.2.

13.3 Assignment. The Client shall not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Tethered. Tethered may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the Client’s consent.

13.4 Waiver. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

13.5 Severability. If any provision of this Agreement is held by any court or competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

13.6 Third-Party Rights. This Agreement does not confer any rights on any person or party other than the Parties to this Agreement.

13.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, sent by recorded delivery post, or sent by email to the addresses specified in the Order Form or onboarding process. Notices sent by email shall be deemed received on the next business day following transmission, provided no delivery failure notification is received.

14. Governing Law and Juristiction

14.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Scotland.

14.2 Each Party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

15. Acceptance

15.1 By ticking the checkbox marked “I have read, understood, and agree to be bound by this Platform Licence Agreement” during the Platform onboarding process, the Client confirms their acceptance of this Agreement in its entirety.

15.2 The Client acknowledges that the timestamp and associated metadata recorded at the point of acceptance shall constitute conclusive evidence of the Client’s acceptance of this Agreement.

15.3 A copy of this Agreement as accepted shall be made available to the Client through the Platform and/or by email following acceptance.

Annex to Section 7: 

DATA SHARING & JOINT CONTROLLER RESPONSIBILITIES

1. STATUS AND HIERARCHY OF OBLIGATIONS

1.1 Notwithstanding the provisions of this Annex, nothing herein shall be construed as a waiver of, or a derogation from, the statutory obligations of either Party under the Data Protection Laws.

1.2 This Annex sets out the internal allocation of responsibilities between the Joint Controllers. However, each Party remains independently responsible for ensuring its own processing activities comply with the UK/EU GDPR and DPA 2018 and any other relevant data protection laws.

1.3 In accordance with Article 26(3) GDPR, the Data Subject may exercise his or her rights under the Data Protection Laws in respect of and against each of the Controllers.

2. INTRODUCTION & PURPOSE

2.1 This Annex governs the sharing of Personal Data between Tethered App Ltd ("Tethered") and the Client (the "Hotel") (together the “Joint Controllers”). 

2.2 The Parties share End User Account Data to facilitate a white-labelled mindfulness experience for Hotel guests via the Platform.

3. RESPONSIBILITY MATRIX

The Parties have determined their respective responsibilities for additional data protection compliance as follows: