TERMS OF SERVICE

General Provisions

Status of the Agreement

These Terms of Service define the conditions for accessing and using the NN Agent digital service, hosted within the Nexify Neo ecosystem, information about which is available at https://nexifyneo.com/, with direct access to the Platform provided via the web interface at https://crm.nexifyneo.com/, the personal account, associated software modules, integrations, and other technical solutions.

The Agreement governs the relationship between the owner of the NN Agent service and any person who has registered on the Platform, gained access to its features, or otherwise commenced using the Platform.

Platform Owner

The entity organising the operation of the Platform and granting Users the right of access to it is Individual Entrepreneur Tatiana Reznikova (hereinafter — Copyright Holder).

The Copyright Holder manages the Platform and determines its features, access conditions, pricing plans, technical restrictions, and rules of use.

User

A User is an individual entrepreneur, legal entity, other organisation, or a legally capable individual who uses the Platform exclusively in connection with their business or professional activities and has performed one or more of the following actions:

• registered on the Platform;
• gained access to the personal account;
• activated a Subscription or other access to the Platform;
• connected a Telegram account to the Platform;
• commenced using individual features of NN Agent.

A person registering an account on behalf of a legal entity or other organisation confirms that they hold the necessary authority to accept this Agreement and act on behalf of the respective organisation.

The Platform is not intended for acquisition or use by individuals exclusively for personal, family, household, or other purposes unrelated to business or professional activities.

Acceptance of the Agreement

Registration on the Platform, creation of a personal account, licence activation, subscription payment, connecting a Telegram account or commencing actual use of the Platform constitutes the User's full and unconditional acceptance of the terms of this Agreement.

Before using the Platform, the User is required to read this Agreement, the Privacy Policy, and other documents published on the Platform.

During registration, the User must be provided with the technical ability to:

• access the text of the Agreement;
• read it prior to completing registration;
• express consent through a separate affirmative action, including ticking a checkbox or clicking the relevant button;
• express agreement with this Agreement and confirm that the Platform is being acquired and used in connection with business or professional activities, by ticking a checkbox or clicking the relevant button.

The User may not use the Platform if they do not agree with this Agreement in whole or in part.

Electronic Form of Agreement

The Agreement is a contract concluded in electronic form.

Actions performed by the User using their account, e-mail address, password, one-time code, personal account interface, or other identification means are deemed to be the actions of the User themselves, unless the User proves otherwise.

The Copyright Holder may retain technical information confirming acceptance of the Agreement, including the date and time of registration; the date and time of acceptance; the version of the Agreement accepted; IP address; account identifier; device and browser details; licence or subscription activation details.

Such information may be used as evidence of the conclusion of the Agreement and the performance of legally significant actions by the User.

Functional Purpose of the Platform

NN Agent is a software service for managing communications, automating the handling of enquiries and deals, maintaining CRM processes, and connecting Telegram accounts, configuring automated scenarios, funnels, tasks, and using artificial intelligence tools.

The NN Agent documentation covers, in particular, personal account registration, connecting Telegram accounts by phone number, managing conversations, CRM funnels, automations, tasks, AI agents, and advertising communications.

The Platform, depending on the Subscription Plan and technical configuration, may support CRM processes, connecting Telegram and other integrations, message processing, automation configuration, work with AI agents, task management, campaigns, and other features available in the interface.

The actual set of available features depends on the chosen plan, connected integrations, the Platform's technical capabilities, and third-party services.

Platform as a Software Product

NN Agent is software provided under a Software as a Service — SaaS.

This Agreement does not provide for the transfer to the User of exclusive rights to the Platform, its source code, architecture, interfaces, algorithms, design, databases, documentation, or other protected intellectual property.

The User is granted a limited right of remote access to the Platform's features within the scope of the chosen plan and subject to the terms of this Agreement.

Absence of Employment, Agency, and Partnership Relations

This Agreement does not create between the Copyright Holder and the User:

• employment relationship;
• agency or representation relationship;
• commercial agency relationship;
• partnership relationship;
• joint venture;
• franchise;
• trust management.

The User independently carries out their business or professional activities and bears sole responsibility for interactions with their clients, counterparties, employees, and other persons.

Applicable Law

This Agreement is governed by and construed in accordance with the laws of Georgia.

The relations between the parties are governed in particular by the provisions of the Civil Code of Georgia, Georgian legislation on electronic documents and electronic trust services, and other mandatory provisions of applicable law.

Users from Other Countries

The Platform may be accessible to Users located outside Georgia.

The User bears sole responsibility for compliance with the laws of the country where they are located and the laws of the countries in whose territory they use the Platform, conduct broadcast campaigns, process personal data, interact with clients, or carry on business activities.

Related Documents

An integral part of the relationship between the Copyright Holder and the User comprises:

• these Terms of Service;
• Privacy Policy;
• Cookie Policy;
• the Data Processing Agreement (DPA), where applicable to the relations between the parties;
• the applicable Subscription Plan terms;
• payment and subscription renewal rules;
• technical documentation and Platform instructions;
• other documents expressly referenced in this Agreement or the Platform interface.

In the event of a conflict between this Agreement and the technical documentation, this Agreement shall prevail unless otherwise expressly stated by the Copyright Holder.

Version and Availability of the Agreement

The current version of the Agreement is available at: https://nexifyneo.com/policy/terms.

The User may save or print the text of the Agreement.

The Copyright Holder ensures access to the current version of the document for the duration of the Platform's operation.

Key Terms and Definitions

Terms used in the singular may include the plural and vice versa, unless the context of the Agreement requires otherwise.

Section and clause headings are used for convenience only and do not affect the interpretation of the Agreement's provisions.

Terms not defined in this section shall be interpreted in accordance with:

• the content of this Agreement;
• the Platform's technical documentation;
• the ordinary meaning of the term in the field of information technology and e-commerce;
• the legislation of Georgia.

In the event of a discrepancy between the definition of a term in this Agreement and its description in advertising, informational, or promotional materials, the definition contained in this Agreement shall prevail.

Subject Matter and Access Provision

Subject Matter of the Agreement

The Copyright Holder grants the User remote access to the NN Agent Platform under a SaaS, and the User accepts and uses the Platform in accordance with the terms of this Agreement, the selected Subscription Plan, and other documents expressly incorporated into the contractual relationship between the parties.

The Platform is intended for organising interactions with clients and counterparties, managing CRM data, configuring automations, connecting supported integrations, using AI features, and performing other actions available in the interface.

Licence

For the duration of access, the Copyright Holder grants the User a limited, non-exclusive, non-transferable, and revocable right to use the Platform for their own lawful business or professional purposes. The User does not acquire ownership rights to the Platform, its source code, architecture, databases, design, or other elements.

Scope of Access

The scope of available features is determined by the chosen Subscription Plan, payment status, technical restrictions, territory of use, and the conditions of connected Third-Party Services. Individual features may be provided in test mode, upon request, for an additional fee, or only to specific categories of Users.

Territory and Lawful Use

The Platform may be used from various countries, provided such use is not prohibited by applicable law or technical restrictions.

The User independently verifies the permissibility of using the Platform in their jurisdiction, including rules on advertising, electronic communications, personal data, consumer protection, and the use of artificial intelligence.

Platform Changes and Development

The Copyright Holder may update, modify, supplement, or discontinue support for individual features where necessary for product development, security, legal compliance, or due to changes in Third-Party Services.

A material reduction in paid features is applied, where possible, with prior notice and without retroactive effect in respect of an already paid period.

Absence of Custom Development

Unless otherwise separately agreed in writing, the provision of access does not include custom development, business process configuration, staff training, prompt preparation, legal or marketing consultancy, third-party service implementation, or guaranteed achievement of business results.

Registration, Account, and Representative Access

Registration

To use the Platform, the User creates an Account and provides accurate, current, and complete information.

The Copyright Holder may request confirmation of the e-mail address, phone number, representative's authority, business status, or other information necessary for security and legal compliance.

User Requirements

An individual may accept the Agreement provided they have the required legal capacity.

A person acting on behalf of an organisation confirms that they hold authority to bind that organisation to the terms of the Agreement.

Credential Security

The User must keep the password, verification codes, and other access credentials confidential, must not disclose them to third parties, and must promptly notify the Copyright Holder of any suspected compromise.

Actions taken through the Account before notification of a security breach are deemed to be the User's actions unless proven otherwise.

Representatives and Roles

If the Subscription Plan allows adding Representatives, the User independently assigns their roles and access rights.

The User is responsible for the actions of their employees, contractors, and other invited persons as for their own actions, and must promptly revoke access from persons who have lost their authority.

Organisation Administrator

The Account Administrator of an organisation may manage Representatives, integrations, the subscription plan, payment settings, data access, and other parameters.

The User independently determines the internal procedure for appointing and replacing the administrator.

Access Recovery

To restore access, the Copyright Holder may request information that reasonably confirms ownership of the Account.

If a dispute over control of the Account cannot be resolved based on available information, the Copyright Holder may temporarily restrict operations until sufficient confirmation is received.

Notifications

Service and legally significant notifications may be sent via the Account, by email, via Telegram or another agreed electronic method.

The User must keep their contact details up to date and regularly check for messages.

Functionality, Telegram and other integrations

Connecting Integrations

The User may connect supported accounts and services to the Platform.

By connecting an integration, the User confirms their right to manage the respective account and authorises data exchange to the extent necessary for the chosen feature.

Telegram

Upon connecting Telegram, the Platform may receive and transmit messages, identifiers, names, chat information, files, statuses, and other data available through the respective interface.

The specific scope depends on the connection method, settings, and restrictions of Telegram.

User Liability

The User is solely responsible for the lawfulness of connected accounts, message content, the existence of necessary consents, compliance with advertising rules, electronic communications rules, personal data protection rules, and Third-Party Service rules. Connecting other people's accounts without the owner's permission is prohibited.

Automated Messages

When using automated sending, the User determines the recipients, content, timing, trigger conditions, and frequency of messages.

The User must monitor campaigns, stop unwanted communications, and comply with the restrictions of Telegram and applicable law.

The User independently determines the content, recipients, volume, frequency, and scenarios of outgoing messages. The User understands that sending irrelevant, unwanted, repetitive, aggressive, or mass messages, as well as recipient complaints, may result in restrictions imposed by Telegram independently of the use of the Platform.

Third-Party Service Limitations

The Copyright Holder does not control the availability, rules, API, limits, moderation, and decisions of Telegram or other providers.

Changes on their side may lead to the temporary unavailability, restriction, or discontinuation of individual Platform features without any breach on the part of the Copyright Holder.

Telegram is an independent Third-Party Service that operates in accordance with its own rules, moderation algorithms, anti-spam mechanisms, and security requirements. The Copyright Holder does not manage Telegram and has no right to influence decisions made by it regarding User accounts.

Use of the Platform does not guarantee the maintenance of uninterrupted access to the Telegram account, the absence of temporary or permanent restrictions, spam blocks, reduced functionality, or other measures imposed by Telegram.

The Copyright Holder shall not be liable for a temporary spam block, partial or complete restriction, blocking, or deletion of the Telegram account or the loss of access to it, where such consequences are attributable to the content of messages, volume or frequency of communications, recipient complaints, the User's actions, or violation of the rules of Telegram, the operation of the algorithms of Telegram or other circumstances beyond the reasonable control of the Copyright Holder. This provision does not release the Copyright Holder from liability for consequences directly caused by its own wrongful acts.

Disconnection

The User may disconnect the integration using any available method.

Disconnection stops future data exchange but does not always result in the immediate deletion of previously received information, backups, or data that must be retained by law.

Use of Artificial Intelligence

AI Features

The Platform may use its own and third-party AI models to analyse messages, prepare draft responses, classify enquiries, summarise content, populate CRM data, trigger automations, and perform other functions.

The availability of AI features is determined by the Subscription Plan chosen by the User. Where the relevant Subscription Plan includes AI features, the User independently decides whether to activate and configure them.

Data Transfer to AI Providers

To process a request and support the operation of an AI Agent, the Platform may transmit to an AI provider the Prompt, the Dialogue history, instructions, CRM data, Knowledge Base materials, files, and other Context selected or provided by the User.

Before transmitting data, the User must ensure that a legal basis exists and must not include excessive, prohibited, or particularly sensitive data without appropriate assessment.

Probabilistic Nature

AI outputs are generated automatically and may be inaccurate, incomplete, outdated, contradictory, or contain fabricated information.

The Copyright Holder does not guarantee the factual accuracy, uniqueness, originality, legal cleanliness, or suitability of a result for any particular purpose.

Review of Results

The User must verify AI outputs before using them, particularly where an error may result in legal, financial, medical, reputational, or other significant consequences.

AI features do not replace professional advice and do not constitute a legal, medical, financial, or other specialist opinion.

Automated Mode

By activating the automatic sending mode or performing actions without prior confirmation, the User accepts the risk of an erroneous result and must, at reasonable intervals, monitor the AI Agent's operation, workflows, instructions, and sent messages.

Rights to AI Outputs

As between the parties, the User may use generated content within the limits of applicable law and the terms of the relevant AI provider.

The Copyright Holder does not guarantee the arising of exclusive rights, the absence of similar results for other persons, or the absence of elements coinciding with third-party materials.

Prohibited Use Cases

It is prohibited to use AI for fraud, phishing, malicious code, unlawful profiling, discrimination, harassment, identity impersonation, creation of forged documents, mass spam, circumvention of protective mechanisms, and other unlawful actions.

Model Changes

The Copyright Holder may replace AI Models, change providers, generation parameters, limits, and request routing. Such changes may affect the style, speed, and quality of results.

Restriction of AI Features

Access to AI features is provided only within the scope of a Subscription Plan that includes the relevant functionality. Access may also be restricted if established Limits are exceeded, if this Agreement is breached, if a security threat arises, if an AI provider is unavailable, if territorial restrictions apply, or upon a mandatory requirement from a competent authority.

User Content and Client Data

User Content

User Content includes contact and deal information, correspondence, messages, files, images, documents, instructions, prompts, settings, records, and other materials uploaded, created, or received through the Platform.

Retention of Rights

The User retains rights to their Content and grants the Copyright Holder a limited, non-exclusive right to process it technically for the purpose of providing features, storage, transmission to integrations, backup, security, support, and legal compliance.

User Warranties

The User warrants that they have the rights and legal basis to post and process the Content, have obtained the necessary consents, and do not violate confidentiality, intellectual property rights, or the rights of data subjects.

The Copyright Holder is not obliged to pre-screen every item of content.

Data Processing Roles

With respect to the Personal Data of User's Clients, the User independently determines the purposes and principal means of processing and acts as the data controller, while the Copyright Holder processes such data pursuant to the User's documented instructions as a data processor.

The conditions for processing Personal Data of User's Clients, data categories, purposes and duration of processing, security measures, the procedure for engaging other processors, providing assistance to the User, and returning and deleting data are governed by a separate Data Processing Agreement (DPA), which forms an integral part of the contractual relationship between the parties.

Data Subject Requests

If the Copyright Holder receives a request relating to data controlled by the User, the Copyright Holder may redirect the request to the User and provide reasonable technical assistance.

The User is responsible for the timely fulfilment of data subject requests within their area of responsibility.

Sensitive Data and Minors

Unless expressly provided by a specific feature, the Platform is not intended for the systematic processing of special category data, biometric data, health data, criminal record data, or data of minors.

The User must independently assess the permissibility of such processing and ensure enhanced protection measures.

Export and Deletion

Where the feature is available, the User may export data in a supported format.

Deletion from the active interface may not entail immediate deletion from backups, security logs, and systems where retention is required by law or technical cycle.

Anonymised Analytics

The Copyright Holder may use aggregated and anonymised data for analytics, security, error correction, and product development, provided that such data does not reasonably permit identification of the User or their clients.

Use of Data in AI Feature Operation

The Copyright Holder does not use User Content or User's Client data to train its own publicly available or general-purpose AI Models.

Materials that the User independently places in the Knowledge Base may be processed for the configuration, contextual enrichment, and operation of that User's AI Agent, including the generation of responses taking into account the provided materials.

Knowledge Base materials of one User are not used for configuring AI Agents of other Users.

To support the operation of AI features, the relevant data may be transmitted to third-party AI providers to the extent necessary to perform the function chosen by the User, in accordance with the Privacy Policy, the terms of the relevant provider, and the Platform settings.

Rights, Obligations, and Acceptable Use

Copyright Holder's Obligations

The Copyright Holder provides access within the scope of the Subscription Plan, takes reasonable security measures, maintains a support channel, informs Users of material changes, and rectifies confirmed defects within a reasonable time having regard to their complexity and dependence on third parties.

Copyright Holder's Rights

The Copyright Holder may develop the Platform, establish technical requirements and limits, engage contractors, perform maintenance, request information for security and lawfulness verification, and restrict access where grounds provided for in the Agreement exist.

User's Obligations

The User must comply with this Agreement and applicable law, pay for access in a timely manner, ensure Account security, supervise Representatives and automations, hold rights to data and integrations, comply with advertising and personal data rules, and independently ensure compatible equipment and an internet connection.

General Prohibitions

• violate the law, the rights of third parties, or the rules of Third-Party Services;
• use the Platform for fraud, spam, phishing, threats, harassment, or unlawful advertising;
• circumvent limits, plan restrictions, security mechanisms, and moderation;
• interfere with server operation, create excessive load, or impede the work of other users;
• perform reverse engineering, decompilation, copying of architecture, or extraction of source code, except where expressly permitted by mandatory law;
• use automated scripts, scrapers, or bulk data extraction outside the officially provided API;
• upload malicious code, counterfeit, unlawful, or confidential content without the corresponding rights;
• create multiple Accounts to circumvent payment obligations, limits, or to re-obtain a trial period.

Monitoring and Response

Upon reasonable suspicion of a breach, the Copyright Holder may conduct a technical review, request clarification, restrict a specific feature, disconnect an integration, remove manifestly unlawful Content, and suspend or terminate access. In the absence of urgent risk, the User may be given a period to remedy the breach.

Proportionality

When choosing a measure, account is taken of the nature, consequences, and recurrence of the breach, the User's good faith, the risk to third parties and the infrastructure, and cooperation in resolving the issue.

Subscription Plans, Payment, and Subscription

Subscription Plans

Paid features are provided in accordance with the Subscription Plan published on the Website, in the Account, in an order form, invoice, or individual offer.

Subscription Plans may differ in functionality, number of users, integrations, messages, AI requests, storage volume, level of support, and other limits.

Trial Period

The Copyright Holder may grant the User a Trial Period of 7 calendar days.

During the Trial Period the User may connect no more than three Connected Accounts. Other functional and quantitative restrictions of the Trial Period may be indicated in the Platform interface before its activation.

Activation of the Trial Period does not require the provision of bank card details or other payment credentials.

Upon expiry of the Trial Period, a paid Subscription is not automatically activated and no funds are automatically charged. To continue using paid features, the User must independently select a Subscription Plan and make payment by an available method.

The Trial Period is granted to one User once only, unless otherwise established by the Copyright Holder. Creating multiple Accounts to re-obtain the Trial Period is prohibited.

Price and Taxes

The price is stated before order confirmation. Unless expressly stated otherwise, bank charges, currency conversion costs, and the User's tax obligations are not included in the price.

When paying through Paddle or another payment partner, applicable taxes, fees, and the total payment amount are calculated and displayed by the relevant payment partner prior to order confirmation.

Payment

Available payment methods are presented to the User before subscribing. Payment may be made by invoice, bank transfer, or bank card through Paddle or another available method.

When paying directly to the Copyright Holder by invoice, the User's payment obligation is deemed fulfilled upon receipt of funds to the account specified by the Copyright Holder.

When paying through Paddle Paddle acts as an authorised reseller and Merchant of Record. With respect to payment processing, issuance of payment documents, calculation and collection of applicable taxes, management of payment methods, payment cancellation, and refunds, the terms of Paddle provided to the User prior to making the payment apply. The right to use the Platform is granted by the Copyright Holder under this Agreement.

The User's payment obligation through Paddle is deemed fulfilled upon receipt of confirmation of successful payment.

Full bank card details are processed by the relevant payment partner and may not be passed to the Copyright Holder.

Subscription and Automatic Renewal

When paying by a separate invoice without setting up a recurring payment, the Subscription does not renew automatically. The User makes a new payment for each subsequent period.

If, when subscribing through Paddle or another payment partner, the User selected a Subscription Plan with automatic renewal and separately confirmed consent to recurring charges, the Subscription renews for successive billing periods until cancelled.

Before subscription confirmation, the User is provided with information on the price, billing period duration, frequency of charges, and the procedure for cancelling automatic renewal.

Activation of a free Trial Period without providing a payment method does not constitute the User's consent to the automatic activation or renewal of a paid Subscription.

Failed Payment

If payment is made by invoice and funds are not received within the specified period, the Subscription is not activated or does not renew for the next period.

If the User has set up a Subscription with automatic renewal, the payment partner may retry the charge in accordance with its own terms. Until payment is successfully completed, the Copyright Holder may restrict paid features or suspend the Subscription.

The outstanding amount for an actually provided and payable period remains due until settled.

Plan Change

Upgrading to a higher-priced Subscription Plan may take effect immediately with a surcharge or pro-rata adjustment.

Downgrading to a lower-priced Subscription Plan typically applies from the next billing period.

The User must bring their data and usage into compliance with the new limits.

Exceeding Limits

If a limit is exceeded, the relevant feature may be restricted, deferred to the next period, or provided for an additional fee if the relevant payment procedure was disclosed in advance.

Price Changes

The Copyright Holder may change prices.

The new price applies to new Subscriptions immediately, and to an existing Subscription from the next billing period following notification.

The User may cancel renewal before the new price takes effect.

Cancellation of Renewal

When paying by invoice, the User may choose not to renew the Subscription by not making payment for the next period.

Automatic Subscription renewal may be cancelled through the Platform's available interface, the customer portal of Paddle, the link in the payment notification, or another method specified at the time of subscribing.

Cancellation of automatic renewal stops future charges but does not terminate access until the end of the already paid period. After the end of the paid period, the consequences provided for in clause 14.5 of this Agreement apply.

Refunds

When paying directly to the Copyright Holder, a refund is made in cases provided for by mandatory law, in the event of an erroneous double payment, failure to provide access through the fault of the Copyright Holder, or in other cases expressly agreed between the parties. Non-use of the available Platform is not in itself an unconditional ground for a refund.

When paying through Paddle, the refund request and decision-making process is governed by Buyer Terms and Refund Policy Paddle provided to the User at the time of payment.

Upon a refund, access to the relevant Subscription or paid functionality may be terminated as of the date of the refund.

Individual Terms

Special pricing, limits, timelines, payment procedures, SLA, and refund terms may apply to corporate clients. In the event of a conflict, the individually signed document prevails.

Intellectual Property

Copyright Holder's Rights

Exclusive and other rights to the Platform, source code, interface, design, databases, documentation, trademarks, domains, texts, and other elements belong to the Copyright Holder or its licensors.

Restrictions

The User may not copy, distribute, sell, rent, licence, publicly display, modify, or create derivative products based on the Platform, except for use expressly permitted by the Agreement.

Feedback

Suggestions and feedback voluntarily submitted by the User without a specific confidentiality clause may be used by the Copyright Holder for product development without payment. This does not apply to the User's protected materials provided under other agreed terms.

Infringement Notices

A person who believes that their intellectual property rights have been infringed through the Platform may submit a substantiated notice identifying the work, the disputed material, confirmation of rights, and contact details.

The Copyright Holder may request additional information and take proportionate measures.

Branding

The User may not create the impression of a partnership, representation, or endorsement by the Copyright Holder without written consent. Use of the name and designations of NN Agent is permitted only for accurately indicating compatibility with or use of the Platform.

Availability, Support, and Third-Party Services

Provided "As Is"

The Platform is provided on an as-is and as-available basis.

The Copyright Holder does not guarantee absolute uninterrupted operation, the absence of all errors, compatibility with any device, or preservation of an unchanged interface.

Maintenance

For the purposes of updates, security, and fault resolution, the Copyright Holder may temporarily restrict the operation of individual features or the Platform as a whole. Users are notified of planned maintenance where possible; emergency work may be carried out without prior notice.

Support

Support is provided through the designated channels within the scope of the applicable Subscription Plan. Unless a response time is designated as a guaranteed SLA, it is indicative only.

Support does not include custom development, legal advice, or resolution of issues on the User's side or on the side of a Third-Party Service.

Third-Party Services

Links, integrations, and third-party features are also governed by their own terms.

The Copyright Holder is not responsible for the actions and decisions of Third-Party Services that are outside its reasonable control, including their unavailability, changes to rules, pricing, API, technical restrictions, moderation, and account blocking. This provision does not release the Copyright Holder from liability for its own actions in cases provided for by applicable law.

Beta-features

Test and experimental features may be unstable, may change, or may be discontinued without any guarantee of data retention.

The User should not use them as the sole tool for business-critical processes.

Confidentiality, Security, and Personal Data

Confidentiality

Each party must take reasonable measures to protect non-public information received from the other party and use it solely for the performance of the Agreement.

The obligation does not apply to information that was lawfully known previously, became publicly available other than through a breach, was lawfully received from a third party, or must be disclosed pursuant to a mandatory requirement.

Security Measures

The Copyright Holder implements reasonable technical and organisational measures appropriate to the nature of the Platform, the associated risks, and available technologies.

The User understands that no information system can guarantee absolute security.

User Obligations

The User must use strong access credentials, limit Representatives' rights, keep devices updated, verify integrations, not transmit secrets in unencrypted messages, and promptly report any suspected incident.

Incidents

In the event of a confirmed incident affecting the User's data, the Copyright Holder takes reasonable containment measures and notifies the User to the extent and within the timelines required by applicable law and the separate data processing agreement.

Privacy Policy

The processing of data of the User themselves, their Representatives, Website visitors, and other persons in respect of whom the Copyright Holder independently determines the purposes is governed by the Privacy Policy. Section 7 additionally applies with respect to User's Client data. The Data Processing Agreement (DPA) also applies with respect to the processing of Personal Data of User's Clients at the User's instruction.

Cross-Border Processing

The User acknowledges that the infrastructure and service providers may be located in different countries. The specific territories, sub-processors and transfer mechanisms are disclosed in the Privacy Policy.

The User independently fulfils the requirements applicable to their transfer of data to the Platform.

Warranties, Limitation of Liability, and Indemnification

No Warranty of Results

The Copyright Holder does not guarantee an increase in sales, client acquisition, the absence of claims, compliance of the User's activities with a specific law, the success of an advertising campaign, the accuracy of AI Outputs, or the continuous availability of Third-Party Services.

The Copyright Holder also does not guarantee uninterrupted access to connected Telegram accounts or the absence of restrictions, blocks, or other measures imposed by Telegram.

User's Liability

The User is responsible for the content of communications, automation settings, the lawfulness of data processing, advertising messages, Representatives' actions, connected accounts, and decisions made based on Platform results.

Indirect Damages

To the maximum extent permitted by applicable law, the Copyright Holder is not liable for lost profits, loss of goodwill, indirect, incidental, special, or consequential damages, data loss, or third-party claims, unless such consequences are caused by intentional actions or other liability that cannot be excluded.

Liability Cap

Unless otherwise established by mandatory law or an individual agreement, the aggregate liability of the Copyright Holder for claims related to the Platform is limited to the amount actually paid by the User for the relevant Subscription during the three months preceding the event giving rise to the claim.

The limitation does not apply to liability that cannot be restricted by law, including intentional breach, gross negligence, and other cases in which limitation or exclusion of liability is not permitted by applicable law.

Duty to Mitigate

A party that becomes aware of potential damage must take reasonable measures to mitigate it. The User must promptly disable any harmful automation, revoke compromised access, preserve evidence, and notify the Copyright Holder.

Third-Party Claims Indemnification

If the Copyright Holder is subject to a substantiated claim arising from unlawful Content, communications, data, integrations, or User actions, the User must provide documents, cooperate in the defence, and indemnify documented costs and losses to the extent permitted by law. This does not apply to claims caused by the Copyright Holder's own fault.

Force Majeure

A party is not liable for non-performance caused by circumstances beyond its reasonable control, including natural disasters, military actions, large-scale communication failures, actions of authorities, sanctions restrictions, cyberattacks, and the discontinuation of a critical Third-Party Service, provided that reasonable measures are taken to mitigate the consequences.

Suspension and Termination of Access

Suspension

The Copyright Holder may temporarily restrict the Account or individual features in the event of outstanding debt, a security threat, breach of the Agreement, a mandatory authority requirement, a complaint about unlawful content, excessive load, abuse of the trial period, or a risk of infrastructure blocking.

Notice and Remedy

Where urgent intervention is not required, the Copyright Holder shall, where possible, notify the User and allow a reasonable period to remedy the breach.

In the event of fraud, a data threat, mass spam, or other serious risks, restriction may be applied immediately.

Termination by the User

The User may cease using the Platform and decline to renew the Subscription. Account deletion is carried out using the relevant Platform feature, where available, or upon a written request submitted to the Copyright Holder's email address.

Termination does not release the User from payment of accrued amounts or liability for previously committed breaches.

Termination by the Copyright Holder

The Copyright Holder may terminate the Agreement in the event of a material or repeated breach, outstanding debt not settled within the deadline established by the payment terms or the Copyright Holder's notice, unlawful use, provision of false information, a threat to the Platform, discontinuation of the product, or the impossibility of further service provision for legal or technical reasons.

Consequences of Subscription Expiry or Termination of Access

From the moment the paid Subscription period ends, active Platform functionality ceases. In particular:

• synchronisation of Dialogues ceases;
• new inbound messages are no longer received by the Platform;
• outbound messages are no longer sent through the Platform;
• AI features cease to operate;
• other features requiring an active Subscription cease to operate.

After Subscription expiry, the User may retain limited read-only access to the Platform interface, including previously saved Dialogues and available reports.

The User may export available outbound campaign reports within 14 calendar days from the date of Subscription expiry. After this period, the export function may be discontinued.

Account data, including previously saved Dialogues, outbound campaign databases, Connected Account information, settings, and other associated data, is retained for 30 calendar days from the date of Subscription expiry.

After 30 calendar days, Account data is automatically deleted or anonymised, except for information that the Copyright Holder is required to retain under applicable law or that is temporarily retained in technical backups in accordance with the established backup cycle.

After data deletion, its recovery is not guaranteed. Upon subsequently purchasing a new Subscription, the User may need to reconnect accounts and reconfigure integrations, Automations, AI Agents, and other Platform features.

Surviving Provisions

After termination, the provisions on intellectual property, confidentiality, payment of outstanding amounts, liability, dispute resolution, and other conditions that by their nature should continue to apply shall survive.

Applicable Law and Dispute Resolution

Applicable Law

This Agreement is governed by the law of Georgia without regard to conflict of law rules, unless the mandatory provisions of the law applicable to the User require otherwise.

Negotiations

Before commencing legal proceedings, a party must submit a written claim describing the requirements and accompanied by supporting materials.

The parties shall seek to resolve the dispute through negotiations within 30 calendar days of receipt of the claim, unless a shorter period is established by mandatory law.

Jurisdiction

If the dispute is not resolved through negotiation, it shall be submitted to the Batumi City Court — Batumi City Court, Georgia, unless exclusive jurisdiction is established by applicable law.

Interim Measures

Nothing in the Agreement limits the right of a party to seek urgent interim measures to protect confidential information, intellectual property, data, or security.

Amendment, Electronic Form, and Final Provisions

Acceptance of the Agreement

The Agreement is concluded in electronic form by registration, ticking a checkbox, clicking a confirmation button, making payment, commencing use of the Platform, or another action unambiguously expressing agreement with the terms.

Amendments

The Copyright Holder may amend the Agreement.

Material changes take effect after notification through the Account, by email, or via the Website.

If the User does not agree, they must cease use and cancel renewal before the date the amendments take effect.

Version

The current version is published on the Website or within the Platform with the date of update indicated.

The terms in effect at the time of subscription may apply to a specific paid period, unless the Copyright Holder expressly specifies otherwise and this does not conflict with mandatory law.

Assignment

The User may not transfer rights and obligations without the written consent of the Copyright Holder.

The Copyright Holder may assign the Agreement to an affiliated entity, successor, or acquirer of the business, provided that the User's main rights are preserved.

Severability

The invalidity of an individual provision does not render the Agreement invalid as a whole. Such a provision shall apply to the maximum permissible extent or shall be replaced by a condition closest to the original economic and legal objective.

No Waiver

Failure to exercise or delay in exercising a right does not constitute a waiver of that right. A single failure to apply a measure does not deprive a party of the ability to apply it in the future.

Entire Agreement

The Agreement, Subscription Plan, Privacy Policy, Data Processing Agreement (DPA), special feature terms, and individual documents constitute the entire agreement between the parties.

Document Priority

An individually signed document takes precedence over the general terms. The Data Processing Agreement (DPA) takes precedence with respect to the processing of Personal Data of User's Clients; the Privacy Policy takes precedence with respect to the processing of data whose purposes and means are independently determined by the Copyright Holder; and the special feature terms take precedence with respect to the relevant feature.

Language

The Agreement may be published in several languages.

In the event of a discrepancy, the version expressly designated by the Copyright Holder as prevailing shall apply. Until such a designation, the Russian-language version shall take precedence.

Contacts

Legally significant communications shall be sent to the contact details specified on the Website, in the Account, or below.

The User must provide information enabling identification of the Account and the subject of the communication.