Mamma Earth Ltd. (trading as "mamma.earth")

Registered in England and Wales.

Last Updated: 12th December 2025

1. Introduction and Agreement

1.1. The Company: These Terms and Conditions of Service ("Terms") govern the provision and use of the services offered by Mamma Earth Ltd., a company registered in England and Wales (Company No.16777444, with its registered office at Manchester House, Bridge Street, Cardigan, Wales, SA43 1HY (hereinafter referred to as "Mamma Earth," "we," "us," or "our").

1.2. The Service: Mamma Earth provides a Software-as-a-Service (SaaS) platform, built upon the High Level Framework, which includes our proprietary Root & Bloom AI™ Pathway and other related services (collectively, the "Service").

1.3. Acceptance: By accessing, subscribing to, or using any part of the Service, you ("User" or "you") agree to be bound by these Terms, our Privacy Policy, and any other policies or guidelines referenced herein. If you do not agree to these Terms, you must not use the Service.

2. Definitions

Software Partner Framework: The underlying third-party platform technology used to deliver core Service functionality.

Root & Bloom AI™ Pathway: Mamma Earth’s proprietary artificial intelligence feature built using the OpenAI API, designed to provide structured, informational guidance for marketing, visibility and brand strategy.

User Content: All data, information, files, media, and other content uploaded, transmitted, or created by you through the Service.

Subscription Plan: The specific package of features and usage limits selected and paid for by the User.

Intellectual Property Rights (IPR): All intellectual property rights, including copyrights, patents, trademarks, design rights, database rights, and know-how.

3. The Service and Subscription

3.1. License Grant: Mamma Earth grants you a non-exclusive, non-transferable, revocable license to use the Service strictly in accordance with your chosen Subscription Plan.

3.2. Software Partner Framework Reliance: You acknowledge that the core functionality of the Service relies on the Software Partner Framework. Mamma Earth is not responsible for any downtime, changes, or issues arising directly from the Software Partner platform, though we will endeavour to manage the relationship with our Software Partner to minimise disruption.

3.3. Modifications: Mamma Earth reserves the right to modify, amend, or update these Terms, including but not limited to, the Subscription Plans, fees, and usage limits (such as email overage rates), at any time. We will provide the Client with written notice (via email or through the Service platform) of any material changes to the core features or terms at least 30 days before they become effective. Continued use of the Service after the effective date of any such changes constitutes the Client's acceptance of the new Terms

4. Payment and Fees

4.1. Billing: You agree to pay the fees for your Subscription Plan in advance on a [monthly/annual] basis.

4.2. Taxes: All fees are inclusive of VAT and other applicable taxes.

4.3. Refunds: All fees are non-refundable. All sales are final.

4.4. Payment Processing: Mamma Earth uses Stripe, Inc. ("Stripe") for payment processing services. You agree to be bound by the Stripe Services Agreement (available at https://stripe.com/en-it/legal/ssa) and the Stripe Privacy Policy (available at https://stripe.com/en-it/privacy), as applicable. You agree to pay all fees and charges incurred in connection with your account, including any processing fees or charges imposed by Stripe.

Mamma Earth is not responsible for any issues arising from Stripe's services, including but not limited to, delays, transaction failures, or security breaches of Stripe's platform.

4.5. Usage-Based Fees (Email)

To send emails you will incur a fee of $10 for every 10k emails.

5. User Obligations and Content

5.1. Acceptable Use: You must not use the Service for any unlawful, illegal, or unauthorised purposes, including, but not limited to, the transmission of unsolicited or harmful content, or any action that violates UK law.

5.2. User Content Ownership: You retain all ownership of your User Content.

6. Intellectual Property

6.1. Mamma Earth IP: All IPR in the Service, including all underlying technology, software, and documentation (excluding the Software Partner Framework and OpenAI components), is the exclusive property of Mamma Earth Ltd.

6.2. Root & Bloom AI™ Pathway:

- The methodology, algorithms, and training data developed by Mamma Earth for the Root & Bloom AI™ Pathway are proprietary and constitute our valuable trade secrets.

- You are granted a license to use the features generated by the Root & Bloom AI™ Pathway, but you do not acquire any IPR in the Pathway itself.

6.3. Ownership of AI Output: Subject to the Client's compliance with these Terms, including payment of all applicable fees, Mamma Earth assigns all of its right, title, and interest in and to the AI Output (content, suggestions, or insights generated by the Root & Bloom AI™ Pathway specifically for the Client) to the Client.

The Client will be solely responsible for the use of the AI Output and for ensuring it does not infringe on the IPR of any third party.

The assignment of IPR in the AI Output is subject to the terms and policies of OpenAI, as referenced in Section 6.4 below.

6.4. OpenAI Technology Reliance: You acknowledge that the Root & Bloom AI™ Pathway relies on OpenAI's platform and technology. Your use of the Service is subject to the terms, policies, and usage restrictions of OpenAI, including those governing custom GPTs, which are incorporated into this agreement by reference.7. AI-Specific Terms (Root & Bloom AI™ Pathway)

7. Data Protection and GDPR Compliance

7.1. Data Processing Roles: The Client is the Data Controller and Mamma Earth is the Data Processor for any personal data handled in connection with the Service.

7.2. Sub-processors: The Client authorizes Mamma Earth to use third-party sub-processors, including our Software Partner, OpenAI, Google and Stripe, to provide the Service. Mamma Earth will ensure that all sub-processors are subject to data protection terms that are no less protective than those set out in the DPA.

7.3. International Data Transfers: The Client acknowledges that data may be transferred and processed outside the United Kingdom or the European Economic Area (EEA) by our sub-processors. Mamma Earth will ensure that such transfers are protected by adequate safeguards, such as the UK Standard Contractual Clauses (SCCs) or other legally required mechanisms.

8. AI-Specific Terms (Root & Bloom AI™ Pathway)

8.1. AI Output Disclaimer: The content, suggestions, or insights generated by the Root & Bloom AI™ Pathway ("AI Output") are based on machine learning models and may not be accurate, complete, or suitable for your specific needs. You are solely responsible for reviewing, verifying, and using any AI Output.

8.2. Data Use with OpenAI: You understand that Mamma Earth transmits certain User Content (e.g., text prompts, data inputs) to OpenAI's platform to generate AI Output. Mamma Earth will manage this usage in accordance with its privacy policy and the current OpenAI data usage policies applicable to the technology used.

8.3. Prohibited Use: You must not use the Root & Bloom AI™ Pathway to generate any content that is illegal, harmful, defamatory, or violates the intellectual property or other rights of any third party.

9. Warranties and Limitation of Liability (UK Focus)

9.1. Exclusion of Consumer Rights: You warrant that you are entering into this Agreement as a business entity and not as a consumer. Accordingly, all warranties, conditions, and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by English law.

9.2. Disclaimer: The Service is provided "as is." To the fullest extent permissible by English law, Mamma Earth disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

9.3. Limitation of Liability:

- Mamma Earth shall not be liable for any loss of profits, revenue, anticipated savings, goodwill, or business opportunity, or for any indirect or consequential loss or damage.

- Our total aggregate liability to you under these Terms shall not exceed the total amount paid by you for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

- Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

10. Indemnification

You agree to indemnify, defend, and hold harmless Mamma Earth Ltd. and its officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with: (a) your use of the Service; (b) any breach of these Terms by you; or (c) your User Content, particularly in relation to the Root & Bloom AI™ Pathway.

11. Termination

11.1. Termination by User: You may cancel your Subscription Plan at any time, subject to the terms of your plan.

11.2. Termination by Mamma Earth: We may suspend or terminate your access to the Service immediately if you: (a) fail to pay any fees due; (b) breach any part of these Terms; or (c) act in a way that we reasonably believe causes harm to Mamma Earth, the Software Partner Framework, or other users.

11.2.1. Right to Suspend: We reserve the right to suspend your access to the Service immediately and without notice if you fail to pay any amount due, or if we reasonably believe you are in breach of the Acceptable Use policy (Section 5.1). Suspension does not constitute a waiver of our right to terminate.

11.3. Effect of Termination: Upon termination of your Subscription Plan for any reason, whether by you or by Mamma Earth Ltd.:

- You will not be entitled to a refund of any prepaid fees for the remaining subscription period, and all outstanding invoices become immediately due and payable.

- Your access to the Service will cease immediately, including access to all features, modules, and the Root & Bloom AI™ Pathway.

- The Client is solely responsible for exporting all User Content and data from the Service prior to the effective date of termination. Mamma Earth Ltd. shall have no obligation to maintain or forward any User Content after the termination date.

12. Governing Law and Jurisdiction

12.1. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be referred to mandatory good-faith negotiation between the parties' senior management. If the dispute cannot be resolved within [30] days, either party may seek resolution via mandatory mediation in London, England. Only if mediation fails may the dispute be submitted to the exclusive jurisdiction of the courts.

12.2. Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

13. General Provisions

13.1. Entire Agreement: These Terms constitute the entire agreement between you and Mamma Earth relating to the Service.

13.2. Severance: If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed, and the remaining provisions will remain in full force and effect.