Terms of Service

In these Terms, the following definitions apply:

• "Account" means the user account created by the Customer to access and use the Service.
• "Acceptable Use Policy" or "AUP" means the acceptable use requirements set forth in Section 10 of these Terms.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
• "Authorized User" means any individual authorized by the Customer to use the Service through the Customer's Account.
• "Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement, including business plans, technical data, product strategies, pricing, customer data, and any information marked as confidential.
• "Customer" or "You" means the entity or individual who registers for and uses the Service.
• "Customer Data" means all data, content, and information submitted, uploaded, or otherwise made available by the Customer or its end-users through the Service, including Instagram direct messages, contact information, conversation content, and any data processed through the Service on the Customer's behalf.
• "Data Processing Agreement" or "DPA" means the data processing terms set forth in the Appendix to these Terms, also available as a standalone document.
• "Deployer" means the Customer in its capacity as the party that configures, customizes, and deploys the Service (including the configuration of the AI persona) toward its own audience, within the meaning of Article 3(4) of the EU AI Act.
• "Effective Date" means the date on which the Customer first accesses or uses the Service, or the date these Terms are accepted, whichever is earlier.
• "Fees" means the subscription fees, usage-based charges, overage fees, and any other charges payable by the Customer for use of the Service, as set forth in the applicable pricing plan, Order Form, or usage-based pricing schedule published on the Setor AI website.
• "Usage Metrics" means the quantitative measurements used to calculate usage-based Fees, which may include (without limitation): the number of Instagram direct messages sent or received through the Service, the number of unique contacts engaged, API calls made, AI-generated responses processed, connected Instagram Accounts, and any other metrics specified in the applicable pricing plan or Order Form.
• "Usage-Based Pricing" means the pricing model under which Fees are calculated, in whole or in part, based on the Customer's actual consumption of the Service as measured by the applicable Usage Metrics, rather than solely on a fixed subscription fee.
• "Google Services" means the services, APIs, and platforms operated by Google LLC and its affiliates that may be integrated with or utilized by the Service, including Google Workspace, Google Cloud Platform, Google OAuth, Gemini, Google Fonts, and Google reCAPTCHA.
• "Instagram" means the Instagram platform operated by Meta Platforms, Inc. and its affiliates.
• "Instagram Account" means the Customer's Instagram business account, creator account, or professional account connected to the Service via the Meta API.
• "Meta" means Meta Platforms, Inc., its subsidiaries and affiliates, including the operators of Instagram, Facebook, WhatsApp, and Threads.
• "Meta API" means the application programming interfaces provided by Meta for integration with Instagram and related services, including the Instagram Graph API, Instagram Messaging API, and any successor or replacement APIs.
• "Order Form" means a mutually executed ordering document or online order specifying the Service, subscription tier, pricing, and other commercial terms applicable to the Customer's subscription.
• "Service" means the Setor AI platform, including all software, features, tools, and functionalities made available through https://setor.ai and https://app.setor.ai, as further described in Section 3.
• "Setor AI", "Company", "We", or "Us" means SETOR AI Sp. z o.o., a limited liability company organized under the laws of the Republic of Poland, with its registered office at ul. Tomasza Zana 1, 20-601 Lublin, Poland, entered into the National Court Register (KRS) under number 0001202220, NIP 7123502599 (EU VAT: PL7123502599), REGON 543088690.
• "Sub-processor" means any third-party service provider engaged by Setor AI to process data in connection with the Service, as listed in the Sub-processor List (Section 18A).
• "Subscription Period" means the period during which the Customer has an active subscription to the Service, as set forth in the applicable Order Form or pricing plan.
• "Third-Party Platform" means any third-party service, platform, or application integrated with or accessed through the Service, including Instagram, Facebook, Meta platforms, Google Services, and other services identified in the Sub-processor List.

2.1. By creating an Account, accessing, or using the Service, You agree to be bound by these Terms, including the Data Processing Agreement (Appendix A), the Acceptable Use Policy (Section 10), and any other policies referenced herein.

2.2. If You are entering into these Terms on behalf of a company, organization, or other legal entity, You represent and warrant that You have the authority to bind such entity to these Terms. The individual accepting these Terms will be personally liable for breaches where they lack such authority.

2.3. If You do not agree to these Terms, You may not access or use the Service.

2.4. These Terms, together with any applicable Order Form and the documents incorporated herein by reference, constitute the entire agreement between You and Setor AI regarding the use of the Service, and supersede all prior agreements, proposals, and communications between the parties. In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the conflict.

3.1. Overview. Setor AI provides a configurable software-as-a-service platform that enables businesses to automate and manage Instagram direct message conversations using artificial intelligence and machine learning technologies. The Service is a tool that facilitates automated responses, lead qualification, appointment scheduling, and conversation management through integration with the Meta API. The Customer configures how the Service operates, including the AI persona and its manner of self-presentation.

3.2. AI Technologies. The Service utilizes various artificial intelligence and machine learning technologies, including natural language processing, computer vision, speech recognition, and automated response generation provided by multiple third-party technology providers (see Section 18A). Setor AI reserves the right to change, update, or replace the underlying AI technologies and service providers at any time, provided that such changes do not materially reduce the core functionality of the Service during the current Subscription Period.

3.3. Meta Verified Partner. Setor AI is a Meta Verified Technology Partner. This designation confirms that Setor AI has met Meta's technical and compliance requirements for integration with the Instagram platform. This designation does not constitute an endorsement, guarantee, or warranty by Meta regarding the Service, and does not alter or limit Section 7 (Third-Party Platform Dependencies) or Section 8 (Instagram Account Risks).

3.4. Service Modifications. Setor AI reserves the right to modify, update, suspend, or discontinue any part of the Service at any time. Where practicable, Setor AI will provide at least fourteen (14) days' advance notice of material changes that negatively affect core functionality. Continued use of the Service after such changes constitutes acceptance of the modified Service.

3.5. Beta Features. Setor AI may offer beta or experimental features. Such features are provided "as-is" without warranty, may be subject to additional terms, and may be discontinued at any time without liability.

3.6. Service Level. The Service is provided on a commercially reasonable efforts basis. Setor AI targets 99.5% monthly uptime for core platform features (excluding scheduled maintenance, Third-Party Platform outages, and Force Majeure events). This target is aspirational and does not constitute a binding service level agreement (SLA) unless a separate SLA is agreed in an Order Form.

4.1. Registration. To use the Service, You must create an Account by providing accurate, current, and complete registration information. You agree to update this information promptly to keep it accurate and current.

4.2. Age Requirement. You must be at least 16 years of age (or the age of digital consent in Your jurisdiction, if higher) to create an Account and use the Service. By creating an Account, You represent and warrant that You meet this age requirement.

4.3. Business Use Only. The Service is designed for business use. By creating an Account, You represent that You are using the Service for business or professional purposes and not as a consumer, subject to Section 25 (Consumer Protection).

4.4. Account Security. You are responsible for maintaining the confidentiality of Your Account credentials, including all passwords, API keys, and access tokens. You are responsible for all activities that occur under Your Account. You must immediately notify Setor AI of any unauthorized use of Your Account or any other security breach at office@setor.ai.

4.5. Instagram Account Connection. To use core features of the Service, You must connect Your Instagram business or professional account through Meta's OAuth authorization process. By connecting Your Instagram Account:

• (a) You authorize Setor AI to access and interact with Your Instagram Account via the Meta API in accordance with Meta's Platform Terms and these Terms;
• (b) You represent and warrant that You are the owner of, or have lawful authority over, the Instagram Account being connected, and that You have a valid legal basis and any necessary consents to communicate with the contacts and audience reached through the Service;
• (c) You acknowledge that connecting Your Instagram Account grants Setor AI specific permissions (including reading and sending direct messages, accessing profile information, and managing conversations) as described in the Meta OAuth consent screen;
• (d) You may revoke Setor AI's access to Your Instagram Account at any time through Instagram's settings or Meta's Business Integrations page, which will disable the Service's core functionality for that account.

4.6. Google Account Connection. Where the Service utilizes Google Services (including Google OAuth for authentication), You authorize Setor AI to access Your Google account information solely to the extent necessary for authentication and Service delivery. Setor AI's use of Google user data complies with the Google API Services User Data Policy, including the Limited Use requirements. You may revoke Google access at any time via Your Google Account security settings.

4.7. Account Suspension. Setor AI reserves the right to suspend or terminate Your Account at any time if: (a) You breach these Terms; (b) Your use of the Service violates applicable law or Meta's Platform Terms; (c) Your Account poses a security risk to the Service or other users; (d) as required by law, regulation, or court order; or (e) Your Instagram Account is suspended, banned, or restricted by Meta.

5.1. Pricing Model. The Service is offered through subscription plans that may include fixed-fee, usage-based, or hybrid pricing components, as described on the Setor AI website or in the applicable Order Form. Pricing may be structured as:

• (a) Fixed subscription plans with defined feature sets and usage allowances;
• (b) Usage-based pricing calculated according to the Customer's actual consumption of the Service as measured by the applicable Usage Metrics;
• (c) Hybrid plans combining a fixed base fee with usage-based charges for consumption exceeding plan allowances;
• (d) Enterprise pricing agreed individually in an Order Form, which shall prevail over standard website pricing.

5.2. Usage Metrics and Measurement. Where Fees are calculated in whole or in part on a usage basis: (a) Usage Metrics are measured and recorded by Setor AI's automated systems in real time; (b) the Customer may monitor current usage levels and projected Fees through the Account dashboard; (c) Setor AI shall provide a detailed usage breakdown in each invoice; (d) if the Customer disputes any usage measurement, the Customer must notify Setor AI in writing within fourteen (14) days of receiving the applicable invoice, and Setor AI will conduct a reasonable investigation and correct any verified errors; (e) Usage Metrics may include, without limitation, messages sent and received, unique contacts engaged, AI-generated responses processed, connected Instagram Accounts, API calls, and other metrics specified in the applicable plan or Order Form.

5.3. Usage Tiers and Caps. Certain pricing plans may include tiered pricing structures under which the per-unit rate for Usage Metrics varies based on aggregate consumption. Monthly usage-based Fees shall not exceed fifty thousand United States dollars (USD 50,000) per calendar month per Account, unless a higher cap is expressly agreed in an Order Form. If the Customer approaches or exceeds a usage tier threshold, Setor AI will use commercially reasonable efforts to notify the Customer via the Account dashboard and email.

5.4. Overage and Burst Pricing. If usage exceeds plan allowances: (a) additional usage will be billed at the applicable overage rate published on the pricing page or Order Form; (b) overage charges are calculated and invoiced in arrears or in real time, as specified in the applicable plan; (c) the Customer may set usage alerts and spending caps through the Account dashboard; (d) Setor AI will use commercially reasonable efforts to notify the Customer when usage reaches 80% and 100% of plan allowances. Such notifications are a courtesy, and failure to notify does not relieve the Customer of its obligation to pay for actual usage.

5.5. Automatic Billing Adjustment. For usage-based and hybrid plans, Fees are automatically adjusted each billing period based on actual Usage Metrics. The Customer acknowledges that invoiced amounts may vary period to period. Setor AI will provide real-time usage visibility, estimated current-period Fees updated at least daily, and the ability to configure spending alerts and caps.

5.6. Fees. The Customer shall pay the Fees applicable to its selected pricing plan, including any usage-based charges. All Fees are quoted in the currency specified on the pricing page or Order Form (EUR, USD, or PLN) and are exclusive of applicable taxes unless stated otherwise.

5.7. Billing Cycle. Fixed subscription Fees are billed in advance on a monthly or annual basis. Usage-based Fees are billed in arrears at the end of each billing period, unless otherwise specified. The billing cycle begins on the date of the Customer's initial subscription and renews automatically on each anniversary of that date.

5.8. Automatic Renewal. Subscriptions automatically renew at the end of each Subscription Period for successive periods of the same duration, unless the Customer cancels before the renewal date. The Customer may cancel automatic renewal through the Account settings or by contacting office@setor.ai at least seven (7) days before the renewal date.

5.9. Price Changes. Setor AI may change its published pricing (including per-unit rates, tier thresholds, and overage rates) upon at least thirty (30) days' prior written notice to the Customer via email. Price changes take effect at the start of the next Subscription Period following the notice period. The Customer must actively accept the new pricing; continued use of the Service alone does not constitute acceptance of a price increase. If the Customer does not accept the new pricing before the next Subscription Period begins, the Customer may cancel the subscription and receive a pro-rata refund for any prepaid but unused portion of the current Subscription Period.

5.10. Payment Terms. Payment is due upon invoice for all subscription plans. For enterprise customers with Order Forms, payment is due net fourteen (14) days from the date of invoice unless otherwise agreed. Setor AI accepts payment via credit card, debit card, and bank transfer. All payments must be made in the currency specified on the invoice.

5.11. Currency. Fees are quoted and payable in EUR, USD, or PLN as specified at the time of subscription or in the applicable Order Form. For conversions between currencies, the applicable rate shall be the mid-market exchange rate published by the National Bank of Poland (NBP) on the date of invoice issuance, or the European Central Bank (ECB) reference rate, at Setor AI's discretion.

5.12. Late Payment. If any payment is not received within fourteen (14) days of the due date, Setor AI may: (a) charge statutory interest for late payment in commercial transactions pursuant to the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions; (b) recover reasonable costs of collection; and (c) pursue any other remedies available under applicable law.

5.13. Suspension for Non-Payment. Setor AI may suspend access to the Service if any invoice remains unpaid for more than fourteen (14) days after the due date, provided that Setor AI has first sent a written cure notice allowing seven (7) additional days. During suspension, Customer Data will be retained but not accessible. If payment is not received within thirty (30) days following suspension, Setor AI may terminate the Agreement.

5.14. Taxes. The Customer is responsible for all applicable taxes, levies, and duties arising from its use of the Service, including VAT, GST, sales tax, and withholding tax, excluding taxes based solely on Setor AI's net income. If the Customer is required by law to withhold or deduct any tax from payments, the Customer shall gross up the payment so that Setor AI receives the full amount of the Fees after such withholding or deduction.

5.15. Refund Policy. All Fees paid are generally non-refundable, except: (a) material, uncured breach of a binding SLA agreed in an Order Form; (b) termination due to Meta permanently revoking Setor AI's API access (pro-rata refund per Section 7.6); (c) verified billing error (refund of overcharged amount, including usage measurement errors); or (d) where mandatory applicable law requires a refund (including consumer withdrawal rights under Section 25). No refunds or credits will be issued for: (i) downgrading a subscription plan; (ii) early termination by the Customer (except as stated above); (iii) service interruptions caused by Third-Party Platforms; or (iv) account restrictions imposed by Meta or any other Third-Party Platform on the Customer's accounts.

6.1. Setor AI Ownership. Setor AI and its licensors retain all right, title, and interest in and to the Service, including all related intellectual property rights (patents, copyrights, trademarks, trade secrets, know-how, and moral rights to the extent waivable). The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Poland, the European Union, and international treaties. These Terms do not grant the Customer any rights to use Setor AI's trademarks, logos, or brand features except as expressly permitted in writing.

6.2. Customer Data Ownership. The Customer retains all right, title, and interest in and to Customer Data. By using the Service, the Customer grants Setor AI a limited, non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and transmit Customer Data solely to provide, maintain, support, and improve the Service and as otherwise described in the DPA. This license terminates upon termination of the Agreement, subject to the data retention provisions in the DPA. Derived, aggregated, and anonymized data generated from the use of the Service is addressed in Section 6.7.

6.3. Feedback. If the Customer provides Setor AI with any feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Service ("Feedback"), the Customer hereby irrevocably assigns to Setor AI all right, title, and interest in and to such Feedback, and Setor AI may use, modify, and incorporate such Feedback into the Service and any other products or services without restriction, attribution, or obligation to the Customer. To the extent such assignment is not enforceable under applicable law, the Customer grants Setor AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose.

6.4. AI-Generated Content. Any content generated by the Service's AI features (including automated responses and message suggestions) is generated using the Customer's data, instructions, and configurations. As between the parties, ownership of AI-generated content shall rest with the Customer, subject to Setor AI's underlying intellectual property in the algorithms, models, and systems used to generate such content.

6.5. Open Source. The Service may incorporate open-source software components. A list of material open-source components and their applicable licenses (Software Bill of Materials or "SBOM") is available upon written request to office@setor.ai. Nothing in these Terms limits the rights granted under applicable open-source licenses.

6.6. No Reverse Engineering. The Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Service, except to the extent that such restriction is expressly prohibited by applicable law (including Article 6 of Directive 2009/24/EC on the legal protection of computer programs, as implemented in Polish law).

6.7. Product and Model Improvement; Aggregated and Anonymized Data

Setor AI may generate aggregated and anonymized data and insights derived from the use of the Service (for example, statistics, performance benchmarks, and model-improvement signals) and may use such aggregated and anonymized data to operate, secure, analyze, and improve the Service and its underlying models, and to develop new features and products. Setor AI processes such aggregated and anonymized data on the basis of its legitimate interest (Article 6(1)(f) GDPR) in maintaining and improving its services. Where the data is rendered anonymous within the meaning of the GDPR, it no longer constitutes personal data; where it remains derived personal data, Setor AI acts as the controller of that derived data, while the Customer's underlying content (Customer Data) remains the Customer's. Setor AI does not use the content of the Customer's end-user conversations to train generally available third-party AI models except where a Sub-processor contractually commits not to train on such data (see Section 18A).

7.1. Platform Dependency Acknowledgment. The Service integrates with and depends on Third-Party Platforms, including Instagram, the Meta API, and Google Services. Setor AI does not own, operate, or control these Third-Party Platforms. The Customer expressly acknowledges that the availability, functionality, and performance of the Service is contingent upon the continued availability and proper functioning of these Third-Party Platforms and their APIs. The Customer should evaluate whether this dependency is acceptable for its business before subscribing to the Service.

7.2. Service Continuity Limitations. Setor AI cannot and does not guarantee uninterrupted access to any Third-Party Platform, including the Meta API. Third-Party Platforms may experience downtime, rate limiting, feature deprecation, or complete discontinuation at any time and for any reason. Setor AI will use commercially reasonable efforts to minimize the impact of Third-Party Platform disruptions but cannot eliminate this risk.

7.3. Meta Policy Changes. Meta may, at its sole discretion and at any time, change its policies, terms, guidelines, API specifications, or enforcement practices in ways that materially affect the Service. If Meta makes changes that render the Service commercially impracticable or impossible to provide: (a) Setor AI will notify the Customer within fourteen (14) days of becoming aware of such changes; (b) either party may terminate this Agreement upon thirty (30) days' written notice; (c) upon such termination, the Customer shall receive a pro-rata refund for any prepaid Fees attributable to the remaining portion of the Subscription Period; (d) neither party shall have any further liability to the other arising from such termination, except for obligations that expressly survive termination.

7.4. Account Restrictions by Meta. Meta Platforms, Inc. and its affiliates exercise sole and independent authority over the Instagram platform and may, at their sole discretion and without notice, restrict, suspend, temporarily limit, shadow-ban, rate-limit, or permanently ban any Instagram account for any reason, including alleged violations of Meta's Community Guidelines, Terms of Service, Platform Policy, or automated behavior policies. Setor AI shall not be liable for any such actions taken by Meta, regardless of whether the Customer was using the Service at the time of such action. The Customer acknowledges that such enforcement actions are a common occurrence across the entire Instagram automation industry and affect users of all Instagram-related tools and services.

7.5. Alternative Platform Migration. If the Meta API becomes permanently unavailable, or if Meta permanently revokes Setor AI's API access, Setor AI will use commercially reasonable efforts to develop integrations with alternative messaging platforms within ninety (90) days. This commitment is subject to the availability of suitable alternative platforms and does not guarantee that alternative integrations will replicate all existing functionality.

7.6. Meta-Related Termination. If Meta permanently revokes Setor AI's API access, making it impossible for Setor AI to provide the core Service: (a) either party may terminate this Agreement immediately upon written notice; (b) the Customer shall receive a pro-rata refund for any prepaid Fees attributable to the remaining portion of the current Subscription Period; (c) Setor AI's total liability in connection with such termination shall not exceed the amount of the pro-rata refund described in (b); (d) this Section constitutes the Customer's sole and exclusive remedy in the event of Meta-related Service discontinuation.

7.7. Google Services Dependency. Where the Service utilizes Google Services (Google Cloud Platform for infrastructure, Google OAuth for authentication, Gemini, or other Google APIs), the Customer acknowledges that: (a) Google may modify, deprecate, or discontinue any Google Service or API at any time; (b) Google's terms of service, privacy policies, and usage limits apply independently; (c) Setor AI is not liable for any service disruptions, data processing limitations, or feature changes resulting from Google's actions or policy changes; (d) if Google OAuth is used for authentication, disruption to Google's OAuth service may temporarily prevent login, and Setor AI will provide alternative authentication methods within a commercially reasonable timeframe.

7.8. DMA Interoperability. To the extent that the EU Digital Markets Act (Regulation (EU) 2022/1925) imposes interoperability obligations on Meta as a designated gatekeeper, Setor AI may implement integrations utilizing such interoperability provisions. Any such integrations will be subject to these Terms and the DPA.

7.9. No Liability for Third-Party Platform Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SETOR AI SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES ARISING FROM OR RELATED TO: (a) any action taken by Meta, Google, or any other Third-Party Platform against the Customer's accounts; (b) any changes to Third-Party Platform APIs, policies, or terms; (c) any loss of followers, reach, engagement, leads, messages, or business opportunities resulting from Third-Party Platform actions or changes; (d) any temporary or permanent unavailability of the Service caused by Third-Party Platform issues.

8.1. Industry-Wide Reality. The Customer acknowledges that Instagram account restrictions, temporary limitations, rate limiting, shadow banning, and enforcement actions are a well-known and common occurrence across the entire Instagram automation industry. Such actions are taken by Meta independently and affect users of all Instagram-related tools and services, not only Setor AI.

8.2. No Guarantee of Immunity. While Setor AI is a Meta Verified Technology Partner and endeavors to comply with Meta's Platform Terms at all times, this partnership status does not and cannot guarantee immunity from Meta's enforcement actions for the Customer or Setor AI. No automation tool provider can guarantee that a Customer's Instagram Account will not be subject to restrictions by Meta.

8.3. Customer's Instagram Account Obligations. The Customer is solely responsible for:

• (a) ensuring that its Instagram Account complies with Meta's Terms of Service, Community Guidelines, Instagram Platform Policy, and Messaging Policy at all times;
• (b) the content of all messages sent through the Service, including AI-generated messages that the Customer allows to be sent automatically;
• (c) maintaining the security of its Instagram Account credentials and Meta Business Manager access;
• (d) configuring automation rules, response templates, and AI behavior settings (including the AI persona) in a manner consistent with Meta's policies and applicable law;
• (e) monitoring its Instagram Account for any restrictions, warnings, or enforcement actions imposed by Meta and adjusting its use of the Service accordingly;
• (f) complying with Instagram's rate limits and messaging policies, even where the Service's technical capabilities would permit higher volumes.

8.4. Instagram Account Data. The Customer acknowledges that: (a) data from the Customer's Instagram Account (including profile information, follower data, and message content) is processed through the Meta API subject to Meta's Platform Terms and Data Policy; (b) Meta may access, use, and retain data processed through the Meta API in accordance with Meta's own policies, independently of Setor AI's privacy commitments; (c) the Customer should review Meta's Data Policy and Instagram Terms of Use for a complete understanding of how Meta processes Instagram Account data.

8.5. No Refunds for Instagram Account Issues. No refunds, credits, or compensation of any kind shall be issued for any disruption, limitation, or interruption of the Service caused by restrictions, suspensions, or bans imposed by Meta on the Customer's Instagram Account, regardless of the reason for such action.

9.1. Google OAuth. Where the Service uses Google OAuth for user authentication, Setor AI accesses only the minimum Google account information necessary for authentication (typically email address, name, and profile picture). Setor AI does not access Google Drive, Gmail, Google Calendar, or any other Google service data unless explicitly described in the Service documentation and consented to by the Customer.

9.2. Google API Compliance. Setor AI's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Specifically: (a) Setor AI will only use access to Google user data for providing or improving the Service; (b) Setor AI will not transfer Google user data to third parties except as necessary to provide or improve the Service, to comply with applicable law, or as part of a merger or acquisition; (c) Setor AI will not use Google user data for serving advertisements; (d) Setor AI will not allow humans to read Google user data unless the user has provided affirmative consent, it is necessary for security purposes, or it is required by law.

9.3. Google Cloud Infrastructure. Where Setor AI uses Google Cloud Platform or other Google infrastructure services, such use is governed by Google's Cloud Terms of Service. Setor AI selects EU-region data centers where available to minimize cross-border data transfer.

9.4. Google Fonts and Analytics. Setor AI's websites may use Google Fonts for typography rendering and Google-related tools. The Customer's use of the Service's web interfaces may result in connections to Google servers for font loading. Details of such connections are described in the Cookie Policy and Privacy Policy.

10.1. Permitted Use. The Customer may use the Service only for lawful business purposes in accordance with these Terms and applicable law.

10.2. Prohibited Conduct. The Customer shall not, and shall not permit any Authorized User or third party to:

• (a) use the Service to send spam, unsolicited messages, or bulk messages in violation of applicable law or Meta's policies;
• (b) use the Service to send deceptive, fraudulent, misleading, or harassing messages;
• (c) use the Service in any manner that violates Meta's Terms of Service, Community Guidelines, Platform Policy, Messaging Policy, or Instagram Community Guidelines;
• (d) attempt to circumvent, disable, or interfere with any security features of the Service;
• (e) use the Service to collect, store, or process personal data in violation of applicable data protection laws, including the GDPR;
• (f) reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying technology of the Service, except as permitted under Section 6.6;
• (g) use the Service to develop a competing product or service, or to benchmark the Service against competitors without Setor AI's prior written consent;
• (h) resell, sublicense, or redistribute the Service without Setor AI's prior written consent;
• (i) use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
• (j) use the Service to promote or facilitate any illegal activity, including fraud, money laundering, or the sale of prohibited goods or services;
• (k) upload or transmit any malicious code, viruses, or harmful software through the Service;
• (l) impersonate any person or entity, or falsely state or misrepresent Your affiliation with any person or entity;
• (m) use the Service for any purpose classified as "high-risk" or "prohibited" under the EU AI Act (Regulation (EU) 2024/1689), including social scoring, real-time biometric identification, employment decision-making, credit scoring, or law enforcement profiling;
• (n) use the Service to contact individuals who have opted out of communications or have been blocked by the Customer's Instagram Account;
• (o) use the Service to circumvent Instagram rate limits or to send messages at volumes exceeding Meta's permitted thresholds;
• (p) disable, bypass, or circumvent any feature provided by Setor AI that enables disclosure to end-users that they are interacting with an AI system (see Section 15).

10.3. Enforcement. Setor AI may investigate any suspected violation of this AUP and may take any action it deems appropriate, including suspension or termination of the Customer's Account, without prior notice and without liability.

10.4. Reporting. The Customer shall promptly report to Setor AI any suspected violation of this AUP by any Authorized User or third party at office@setor.ai.

11.1. Obligations. Each party agrees to: (a) protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; and (c) use Confidential Information only for the purpose of exercising rights or fulfilling obligations under this Agreement.

11.2. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure, as demonstrated by written records; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

11.3. Compelled Disclosure. A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives the other party reasonable prior notice (where legally permitted) and discloses only the minimum information required.

11.4. Remedies. Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

11.5. Survival. The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of three (3) years, or, for trade secrets, for so long as the information remains a trade secret under applicable law.

12.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SETOR AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO SETOR AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "LIABILITY CAP"). FOR CUSTOMERS WITH LESS THAN TWELVE (12) MONTHS OF BILLING HISTORY, THE LIABILITY CAP SHALL BE CALCULATED BY EXTRAPOLATING THE AVERAGE MONTHLY FEES PAID TO A TWELVE (12) MONTH EQUIVALENT.

12.2. Exclusion of Indirect and Consequential Damages; Lost Profits. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SETOR AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS OR LOST BUSINESS OPPORTUNITIES (UTRACONE KORZYSCI / LUCRUM CESSANS WITHIN THE MEANING OF ARTICLE 361 SECTION 2 OF THE POLISH CIVIL CODE), INCLUDING DAMAGES FOR LOSS OF REVENUE, GOODWILL, DATA, OR USE, WHETHER OR NOT SETOR AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties expressly agree, in exercise of their freedom of contract under Article 353(1) of the Polish Civil Code, that as between businesses Setor AI's liability is limited to direct damage (damnum emergens) and is subject to the Liability Cap.

12.3. Mandatory Carve-Out (Article 473 section 2 KC). Nothing in this Agreement limits or excludes liability for damage caused intentionally (szkoda wyrzadzona umyslnie), which under Article 473 section 2 of the Polish Civil Code cannot be excluded in advance, nor any other liability that cannot be excluded or limited under mandatory applicable law, including: (a) liability for death or bodily injury caused by a party's negligence; (b) liability under mandatory provisions of the GDPR (in particular Article 82 GDPR regarding data subject compensation); and (c) the Customer's obligation to pay Fees due under this Agreement. The limitations in Sections 12.1 and 12.2 also do not apply to the Customer's indemnification obligations under Section 13.1, which are uncapped, or to a breach of the confidentiality obligations under Section 11. For the avoidance of doubt, and as stated in Section 13.2, Setor AI's intellectual-property indemnification obligation to the Customer under Section 13.2 remains subject to the Liability Cap in Section 12.1; the Customer's indemnification obligations under Section 13.1 are not subject to any cap.

12.4. Sub-Processor Liability Pass-Through. The Customer acknowledges that the Service depends on third-party Sub-processors (including AI technology providers) whose individual liability to Setor AI is subject to limitations in their respective agreements. To the extent that Setor AI's liability arises solely from a data breach, service failure, or other act or omission of a Sub-processor, and Setor AI has exercised commercially reasonable diligence in the selection, instruction, and oversight of such Sub-processor: (a) Setor AI's liability to the Customer for such Sub-processor-related claims shall not exceed the higher of the Liability Cap or the amounts actually recovered by Setor AI from the relevant Sub-processor in respect of the relevant claim; (b) Setor AI shall use commercially reasonable efforts to pursue recovery from the Sub-processor on behalf of the Customer; (c) this provision does not limit or exclude Setor AI's obligations to data subjects or supervisory authorities under the GDPR.

12.5. Polish Law Compliance. To the extent any limitation of liability in this Agreement conflicts with mandatory provisions of the Polish Civil Code (in particular Article 473 section 2 KC), the Polish statutory provisions shall prevail. The parties confirm that the limitations in this Section are intended to be enforceable to the maximum extent permitted by Polish law and should be construed accordingly.

12.6. Basis of the Bargain. The Customer acknowledges that the Fees reflect the allocation of risk set forth in this Agreement, including the limitations of liability in this Section. These limitations are a fundamental element of the basis of the bargain between the parties, and Setor AI would not provide the Service at the applicable Fees without them.

12.7. Consumer Protective Clause. Where the Customer qualifies as a consumer or as a natural person who enters into the Agreement in direct connection with their business activity but where the Agreement does not have a professional character for that person (Articles 385(1) and 385(5) of the Polish Civil Code), no provision of this Section 12 shall apply to the extent it would constitute a prohibited (abusive) contractual clause or would limit or exclude liability in a manner not permitted toward such a person. In that case, statutory liability rules apply in full, and the limitations in Sections 12.1 and 12.2 do not bind that Customer to the extent they are inconsistent with those mandatory rules.

13.1. Customer Indemnification. The Customer shall indemnify, defend, and hold harmless Setor AI and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• (a) the Customer's use of the Service in violation of these Terms;
• (b) the Customer's violation of any applicable law or regulation;
• (c) the Customer's breach of the Acceptable Use Policy;
• (d) the Customer's violation of Meta's, Instagram's, or WhatsApp's Platform Terms or Community Guidelines;
• (e) any claim arising from Customer Data or the content of messages sent through the Service by the Customer or its Authorized Users;
• (f) the Customer's lack of a valid legal basis, consent, or other lawful ground for contacting its audience or end-users through the Service;
• (g) the Customer's failure to inform its end-users that they are interacting with an AI system (see Section 15), or the Customer's disabling or circumvention of the disclosure capability provided by the Service;
• (h) the Customer's use of the Service for purposes classified as prohibited or high-risk under the EU AI Act.

13.2. Setor AI Indemnification. Setor AI shall indemnify, defend, and hold harmless the Customer from and against any third-party claim that the Service, as provided by Setor AI, infringes any third-party intellectual property right recognized under the laws of the European Union or Poland. Setor AI's indemnification obligation under this Section 13.2 is subject to the Liability Cap set forth in Section 12.1. By contrast, and as confirmed in Section 12.3, the Customer's indemnification obligations under Section 13.1 are not subject to the Liability Cap or any other cap on liability.

13.3. Conditions. The indemnification obligations in this Section are conditioned upon the indemnified party: (a) providing prompt written notice of the claim (delay in notice shall not relieve the indemnifying party except to the extent prejudiced by such delay); (b) granting the indemnifying party sole control of the defense and settlement (provided that the indemnifying party shall not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying party's expense.

13.4. Mutual Nature. The indemnification obligations in this Section are mutual where applicable. This mutual structure is intended to align with Polish legal standards, under which one-sided indemnification clauses may be scrutinized by the courts (including SOKiK, the Court of Competition and Consumer Protection).

14.1. Nature of AI Output. The Service generates automated responses and message suggestions using artificial intelligence technologies. AI-generated content constitutes suggestions and recommendations based on algorithmic processing of available data. AI output is not a guarantee of accuracy, appropriateness, or completeness.

14.2. No Professional Advice. AI-generated output provided through the Service does not constitute, and shall not be relied upon as, legal, financial, medical, therapeutic, or other professional advice. The Customer shall seek independent professional advice where appropriate.

14.3. Customer Responsibility for AI Output. The Customer is solely responsible for: (a) reviewing and approving AI-generated content before it is sent to end-users, or accepting the risk of automated sending where the Customer has enabled fully automated responses; (b) ensuring that AI-generated messages comply with applicable law, industry regulations, and Meta's policies; (c) the consequences of any AI-generated message sent to end-users through the Customer's Instagram Account, regardless of whether the Customer reviewed the message before sending.

14.4. AI Accuracy Limitations. The Customer acknowledges that: (a) AI systems may produce responses that are inaccurate, incomplete, misleading, or inappropriate; (b) AI systems may fail to understand context, nuance, cultural sensitivity, or specialized subject matter; (c) AI performance may vary based on the language, topic, and complexity of conversations; (d) Setor AI does not warrant that AI-generated content will be suitable for any particular purpose or will achieve any specific outcome.

14.5. Human Oversight Requirement. In accordance with the principle of meaningful human oversight: (a) the Customer must maintain appropriate human oversight of automated conversations conducted through the Service; (b) the Customer must designate at least one Authorized User responsible for monitoring AI-generated messages and intervening where necessary; (c) the Customer must configure reasonable safety parameters within the Service, including response review settings and escalation triggers, appropriate to its industry and risk profile.

14.6. EU Product Liability. To the extent that the Service or its AI-generated outputs are subject to liability under Directive (EU) 2024/2853 on liability for defective products (the "Product Liability Directive"): (a) Setor AI's liability for claims arising from AI-generated content shall be limited to direct damages and shall not exceed the Liability Cap, except where mandatory law requires otherwise; (b) the Customer's configuration, customization, and approval of AI-generated content (including the AI persona) may constitute a modification of the "product" for the purposes of the Directive, and the Customer may bear liability as a modifier to the extent provided by law; (c) Setor AI shall maintain adequate product liability insurance or financial reserves as required upon the transposition of the Directive into Polish law.

15.1. System Classification. Setor AI classifies the Service as an AI system intended for direct interaction with natural persons (automated communication via Instagram direct messages) and therefore subject to the transparency obligations under Article 50 of the EU AI Act, but not to the requirements applicable to high-risk AI systems.

15.2. AI Transparency - Allocation of Roles

Setor AI provides a configurable tool. The Customer alone configures the AI persona, including how that persona presents itself to end-users.

• (a) Setor AI (provider). Setor AI satisfies its design obligation under Article 50(1) of the EU AI Act by providing the capability for disclosure - a configurable message capable of informing the end-user that they are communicating with an AI system, presentable at the latest at the time of the first interaction (Article 50(5)). This is provided by design.
• (b) Customer (deployer). The Customer, as the party that configures the AI persona and its manner of self-presentation and deploys the tool toward its own audience, is responsible for the actual disclosure to end-users that they are interacting with an AI system, except where this is obvious from the circumstances of the interaction. The Customer undertakes not to disable, bypass, or circumvent this disclosure capability and indemnifies Setor AI in accordance with Section 13.1(g).
• (c) Deployer obligations. Where the Customer's use engages the deployer obligations under Article 50(3) and 50(4) of the EU AI Act (for example, emotion recognition, biometric categorization, or deepfake content), the Customer is solely responsible for compliance with those obligations.

15.2A. AI Disclosure - Default Configuration and Customer Responsibility

Setor AI delivers the tool with a default persona configuration that informs the people the Customer communicates with that they are interacting with an AI system, in line with applicable transparency requirements (including Article 50 of the EU AI Act). This default is provided to help the Customer meet its own transparency obligations as a deployer.

The Customer independently configures the persona and the manner in which it operates and acts as the deploying party (deployer). The Customer remains responsible for keeping end-users appropriately informed that they are interacting with an AI system. If the Customer modifies the default configuration (including the manner in which the persona presents itself), the Customer assumes responsibility for ensuring continued compliance in that respect and indemnifies Setor AI in accordance with Section 13.1(g).

15.3. Customer Obligations. The Customer shall not use the Service for any purpose that would classify the system as high-risk or prohibited under the EU AI Act, including: (a) making or materially influencing employment decisions (recruitment, promotion, termination); (b) assessing creditworthiness or determining credit scores; (c) administering justice or applying the law; (d) biometric identification or categorization of natural persons; (e) social scoring or behavioral manipulation; (f) any use listed in Article 5 (Prohibited AI Practices) of the EU AI Act.

15.4. Prohibited Uses. The Customer shall not use the Service to deploy subliminal, manipulative, or deceptive techniques that materially distort the behavior of end-users in a manner that causes or is reasonably likely to cause significant harm, as prohibited by Article 5(1)(a) of the EU AI Act.

15.5. Future Classification Changes. If regulatory guidance, case law, or supervisory authority action reclassifies the Service (or any material component thereof) as a high-risk AI system, Setor AI will: (a) notify the Customer within thirty (30) days of becoming aware of such reclassification; (b) implement required conformity assessment procedures, quality management systems, and documentation within the applicable compliance deadline; (c) provide the Customer with such documentation and transparency information as required by the AI Act for deployers of high-risk AI systems.

15.6. Supervisory Authorities. In Poland, the competent market surveillance authority for the AI Act will be designated under the national implementing act, which is in the legislative process; pending its entry into force, references to the competent Polish AI authority shall be read as references to the authority designated by that act once adopted. The competent authority for personal data protection is the President of the Personal Data Protection Office (UODO). Administrative fines for infringements of transparency obligations may, under Article 99(4)(g) of the AI Act, reach up to EUR 15,000,000 or 3% of total worldwide annual turnover, whichever is higher, with a reduced ceiling for SMEs under Article 99(6).

16.1. Assignment by Setor AI. Setor AI may assign, transfer, or delegate this Agreement, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the Customer's prior consent. This provision is standard practice among SaaS companies and is intended to facilitate legitimate corporate transactions without disruption to the Service.

16.2. Assignment by Customer. The Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without Setor AI's prior written consent, which shall not be unreasonably withheld or delayed.

16.3. Change of Control Notification. In the event of an assignment under Section 16.1, Setor AI (or its successor) shall provide the Customer with at least thirty (30) days' written notice of the assignment, including the identity of the assignee and confirmation that the assignee will assume all of Setor AI's obligations under this Agreement.

16.4. Customer Termination Right. If an assignment under Section 16.1 results in the assignee being a direct competitor of the Customer, the Customer may terminate this Agreement within sixty (60) days of receiving notice of the assignment, with a pro-rata refund for any prepaid Fees attributable to the remaining Subscription Period.

16.5. Survival of Terms. All terms and conditions of this Agreement shall survive any permitted assignment and shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

17.1. Termination by Customer. The Customer may terminate this Agreement at any time by canceling the subscription through the Account settings or by contacting office@setor.ai. Cancellation takes effect at the end of the current Subscription Period. No refunds will be provided for the remaining portion of the Subscription Period except as expressly provided in these Terms.

17.2. Termination by Setor AI. Setor AI may terminate this Agreement: (a) immediately upon written notice if the Customer materially breaches these Terms and fails to cure within fourteen (14) days of receiving written notice; (b) immediately if the Customer's use of the Service poses an imminent security risk or violates applicable law; (c) immediately if required by Meta or any other Third-Party Platform as a condition of Setor AI's continued API access; or (d) upon thirty (30) days' written notice for any reason (termination for convenience), in which case the Customer shall receive a pro-rata refund for prepaid Fees attributable to the remaining Subscription Period.

17.3. Effect of Termination. Upon termination or expiration of this Agreement:

• (a) Access. The Customer's access to the Service will be disabled.
• (b) Data Export. The Customer will have thirty (30) days from the effective date of termination to export Customer Data through the Service's export features or by contacting office@setor.ai. Setor AI will make reasonable efforts to facilitate data export during this period.
• (c) Data Deletion. After the thirty (30) day export period, Setor AI will delete Customer Data from its active systems in accordance with the DPA. Residual copies in backup systems will be deleted in accordance with Setor AI's standard backup retention schedule, which shall not exceed ninety (90) days.
• (d) Instagram Disconnection. Upon termination, the Customer's Instagram Account connection will be deactivated. The Customer should also revoke Setor AI's access through Instagram's settings for complete disconnection.
• (e) Survival. Sections 1, 6, 7, 8, 9, 11, 12, 13, 14, 15, 18, 18A (including the data-protection and Sub-processor obligations and the data-protection roles described therein), 19, 20, 21, 22, 23, 24, 25, 26 (General Provisions, including severability, waiver, notices, and entire agreement), and 27, together with the surviving provisions of the DPA, shall survive termination or expiration of this Agreement.

17.4. Suspension. Setor AI may immediately suspend the Customer's access to the Service, without liability, if: (a) the Customer is in material breach of these Terms; (b) the Customer's Account has an overdue payment (subject to the cure period in Section 5.13); (c) suspension is necessary to prevent harm to the Service, other users, or third parties; (d) suspension is required by law, regulation, or a Third-Party Platform; or (e) the Customer's Instagram Account is suspended or banned by Meta. During suspension, Customer Data will be retained in accordance with the DPA.

18.1. Security Measures. Setor AI maintains technical and organizational security measures designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or disclosure. Specific security measures are described in the DPA (the Appendix to these Terms, also available as a standalone document).

18.2. Compliance Program. Setor AI maintains an information security program consistent with industry standards for SaaS companies processing personal data within the European Union, including:

• (a) encryption of data in transit (TLS 1.3 or higher) and at rest (AES-256);
• (b) role-based access control (RBAC) with multi-factor authentication (MFA) for administrative access;
• (c) regular vulnerability assessments and security testing;
• (d) employee security training and background checks;
• (e) incident response and business continuity procedures;
• (f) vendor security assessments for all Sub-processors.

18.3. Audit Rights. The Customer may request compliance documentation annually, including copies of relevant third-party audit reports, certifications, and security questionnaire responses. On-site audits are not available under standard subscription plans but may be agreed in enterprise Order Forms. Any audit documentation provided to the Customer constitutes Confidential Information of Setor AI.

18.4. Incident Response. Setor AI maintains documented incident response procedures. In the event of a confirmed security incident affecting Customer Data, Setor AI will follow the notification procedures described in the DPA.

18.5. SOC 2 Roadmap. Setor AI is committed to obtaining SOC 2 Type II certification and will provide updates on its compliance roadmap upon Customer request. This commitment is aspirational and does not constitute a binding obligation or timeline.

18A.1. General Authorization. The Customer grants Setor AI a general written authorization to engage Sub-processors for the processing of personal data in connection with the Service, in accordance with Article 28(2) and 28(4) of the GDPR. Setor AI imposes on each Sub-processor data protection obligations substantially equivalent to those set out in the DPA.

18A.2. Notification and Objection. Setor AI will inform the Customer of any intended addition or replacement of a Sub-processor at least fourteen (14) days in advance (for example, by email or through the Customer portal), giving the Customer the opportunity to object. The Customer may object only on documented, reasonable grounds relating to data protection. Absence of objection within the notice period constitutes acceptance. If the Customer raises a justified objection that cannot be reasonably resolved, the sole and exclusive remedy is termination of the affected part of the Service, with a pro-rata refund for any prepaid Fees attributable to that affected part.

18A.3. Categories and Substitution. The list below identifies current Sub-processors and is supplemented by the broad service categories in which they operate (AI and large language model providers; messaging and social platforms; payment processors; CRM, scheduling, and support tools; email delivery; analytics and monitoring; infrastructure, storage, and database providers). Setor AI may substitute a provider within the same category without a separate amendment to these Terms, subject to the notification and objection procedure in Section 18A.2 and to equivalent data protection safeguards.

18A.4. International Transfers. For each Sub-processor located in the United States, transfers are based on the EU-US Data Privacy Framework (DPF) where the recipient is certified, and/or the Standard Contractual Clauses (SCC, Commission Implementing Decision (EU) 2021/914), supported by a transfer impact assessment (TIA) as a fallback. The mechanism applicable to each provider is indicated in the table below.

19.1. As-Is. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SETOR AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

19.2. No Guarantee of Results. SETOR AI DOES NOT WARRANT THAT: (a) THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (d) ANY AI-GENERATED CONTENT WILL BE ACCURATE, APPROPRIATE, OR SUITABLE FOR THE CUSTOMER'S PURPOSES; (e) THE SERVICE WILL BE COMPATIBLE WITH ANY THIRD-PARTY PLATFORM AT ALL TIMES; OR (f) THE SERVICE WILL GENERATE ANY SPECIFIC LEVEL OF REVENUE, LEADS, OR BUSINESS RESULTS FOR THE CUSTOMER.

19.3. Third-Party Platforms. SETOR AI MAKES NO WARRANTY REGARDING ANY THIRD-PARTY PLATFORM, INCLUDING META, INSTAGRAM, AND GOOGLE SERVICES. THE CUSTOMER'S USE OF THIRD-PARTY PLATFORMS IS GOVERNED BY THE TERMS AND POLICIES OF THOSE PLATFORMS, NOT THESE TERMS.

19.4. Polish Law. For Customers subject to Polish law, the warranty disclaimer in this Section is subject to the mandatory provisions of the Polish Civil Code regarding rekojmia (statutory warranty) to the extent applicable to digital services under Article 556 et seq. of the Polish Civil Code, as implemented by the Act of 30 May 2014 on Consumer Rights, where applicable.

20.1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by circumstances beyond the party's reasonable control ("Force Majeure Event"), including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions or sanctions, embargoes, labor disputes, power failures, internet or telecommunications failures, cyberattacks (including DDoS attacks, ransomware, or state-sponsored attacks), and any actions, changes, outages, restrictions, API deprecation, rate limiting, or policy modifications by Third-Party Platforms (including Meta Platforms, Inc., Google LLC, and their affiliates) that affect the availability or functionality of the Service or any integrated APIs.

20.2. The affected party shall notify the other party promptly of the Force Majeure Event and use commercially reasonable efforts to mitigate its impact. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice, with a pro-rata refund for prepaid Fees.

21.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland (Polish law), without regard to its conflict of laws principles.

21.2. Jurisdiction. Subject to Section 22 (International Dispute Resolution), any disputes arising out of or in connection with this Agreement between businesses shall be subject to the exclusive jurisdiction of the court competent for the registered office of Setor AI, namely the District Court Lublin-Wschod in Lublin with its seat in Swidnik (Sad Rejonowy Lublin-Wschod w Lublinie z siedziba w Swidniku) or, where the matter falls within its subject-matter jurisdiction, the competent Regional Court (Sad Okregowy).

21.3. Amicable Resolution. Before initiating any legal proceedings, the parties shall attempt to resolve any dispute amicably through good-faith negotiations for a period of at least thirty (30) days following written notice of the dispute.

21.4. Mediation. If the dispute is not resolved through negotiation within thirty (30) days, either party may propose mediation before a qualified mediator. Mediation costs shall be shared equally between the parties.

21.5. Language. In the event of any inconsistency between the Polish-language and English-language versions of these Terms, the Polish-language version shall prevail for Customers domiciled in the Republic of Poland, and the English-language version shall prevail for all other Customers.

This Section applies to Customers domiciled outside the European Economic Area.

22.1. Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, that cannot be resolved through the amicable resolution process in Section 21.3, shall be finally settled by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (ICC) in accordance with its Arbitration Rules. The seat of arbitration shall be Warsaw, Poland. The language of the arbitration shall be English. The number of arbitrators shall be one (1) for claims under EUR 100,000 and three (3) for claims equal to or exceeding EUR 100,000. Polish law shall apply as the governing law of the contract in accordance with Section 21.1. The enforceability of this arbitration clause under Polish law is governed by Articles 1161-1217 of the Polish Code of Civil Procedure (Kodeks postepowania cywilnego).

22.2. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a dispute proceeds in court rather than in arbitration, each party irrevocably waives any right to a class action. This waiver does not apply where prohibited by mandatory law.

22.3. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

22.4. Injunctive Relief. Notwithstanding the arbitration provision above, either party may seek temporary or permanent injunctive relief, or other provisional measures, in any court of competent jurisdiction to prevent irreparable harm, including for the protection of intellectual property rights or Confidential Information.

22.5. Small Claims. Disputes involving amounts below EUR 5,000 may, at either party's election, be resolved through the small claims procedure of the competent court in Lublin, Poland, rather than through arbitration.

23.1. Entity Structure. The Service is provided by SETOR AI Sp. z o.o., a Polish limited liability company. Services may in the future be provided by affiliated entities established in other jurisdictions. In the event of such a change, Setor AI will notify Customers and ensure that all obligations under this Agreement are maintained by the relevant entity.

23.2. Governing Law Stability. Polish law shall remain the governing law of this Agreement regardless of any changes in the corporate structure or domicile of Setor AI or its affiliates, unless otherwise agreed in writing by the parties.

23.3. Data Residency. EU Customer Data shall be processed within the European Economic Area unless: (a) the Customer provides explicit consent to processing outside the EEA; (b) a transfer is necessary for the performance of the Agreement and is subject to appropriate safeguards under Chapter V of the GDPR (including the EU-US Data Privacy Framework or the Standard Contractual Clauses); or (c) the transfer is to a country recognized by the European Commission as providing an adequate level of data protection.

23.4. Global and Non-EU Customers. The Service is offered to Customers worldwide. Customers domiciled or established outside the European Union and the European Economic Area may subscribe to and use the Service subject to these Terms. Such Customers acknowledge and agree that: (a) this Agreement is governed by Polish law as set out in Section 21.1, regardless of the Customer's domicile, and disputes are resolved in accordance with Section 22 (International Dispute Resolution); (b) the Service is operated from, and Customer Data may be processed within, the European Union and the European Economic Area, and the Customer consents to such processing and to any related international transfers carried out under the safeguards described in Section 23.3 and in the DPA; (c) the Customer is solely responsible for ensuring that its use of the Service, and its communications with its own audience and end-users, comply with all laws applicable to the Customer in its own jurisdiction, including data protection, consumer protection, electronic communications, and marketing laws, in addition to the requirements of these Terms; and (d) where mandatory consumer or data protection law of the Customer's jurisdiction grants the Customer or its end-users rights that cannot be waived, nothing in these Terms limits those mandatory rights to the extent they apply. References to EU and Polish legislation in these Terms set the baseline standard that Setor AI applies to all Customers; they do not relieve a non-EU Customer of compliance with its own local law.

24.1. Compliance. The Customer represents and warrants that: (a) it is not listed on any restricted party list maintained by the European Union (EU Consolidated List), the United States (OFAC SDN List, Entity List), the United Kingdom (UK Sanctions List), or any other applicable government sanctions authority; (b) it is not owned or controlled by any person or entity on any such list; and (c) it is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive sanctions.

24.2. Export Restrictions. The Service may not be accessed from, exported to, or used in any country or territory subject to comprehensive sanctions imposed by the EU, United States, United Kingdom, or United Nations, including (as of the Effective Date) Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other territory subject to comprehensive trade restrictions.

24.3. Encryption. The Service uses standard commercial encryption (TLS, AES-256) that is generally not subject to export controls under the EU Dual-Use Regulation (Regulation (EU) 2021/821) or the US Export Administration Regulations (EAR section 740.17 exception for mass-market encryption).

24.4. Customer Obligations. The Customer shall not use the Service to process data of, or facilitate transactions with, sanctioned persons or entities. The Customer shall promptly notify Setor AI if the Customer becomes aware that it or any of its end-users may be subject to applicable sanctions.

25.1. Business Use. The Service is designed and intended for business and professional use (B2B). By accepting these Terms, the Customer represents that it is acting in a professional or business capacity.

25.2. Applicability of Consumer Protection Law. If the Customer qualifies as a consumer under applicable law, or as a natural person entering into a contract directly related to their business activity where the contract does not have a professional character for that person (Articles 385(5) and 22(1) of the Polish Civil Code), mandatory consumer protection provisions shall apply to the extent required by law, notwithstanding any provision of these Terms to the contrary. In particular, the protective clause in Section 12.7 applies to such a Customer.

25.3. Withdrawal Right. If the Customer is a consumer under Polish or EU law, the Customer has the right to withdraw from this Agreement within fourteen (14) calendar days of the Effective Date without giving any reason, pursuant to the Act of 30 May 2014 on Consumer Rights implementing Directive 2011/83/EU. To exercise this right, the Customer must inform Setor AI of its decision by an unequivocal statement (for example, by email to office@setor.ai). If the Customer has consented to the commencement of Service delivery during the withdrawal period and the Service has been fully provided, the right of withdrawal may not be available.

25.4. Consumer Complaint Procedure. Consumers may submit complaints regarding the Service to office@setor.ai. Setor AI will acknowledge receipt within five (5) business days and provide a substantive response within thirty (30) calendar days.

25.5. ODR Platform. In accordance with Regulation (EU) No 524/2013, consumers domiciled in the EU may submit disputes to the Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr. Setor AI's email for ODR purposes is office@setor.ai.

25.6. Price Change Notification - Consumer Standard. Where the Customer qualifies as a consumer or quasi-consumer under Polish law, price changes require: (a) at least thirty (30) days' advance written notice; (b) clear and unambiguous communication of the old and new prices; and (c) the Customer's explicit, active acceptance of the new price before it takes effect. Silence, inaction, or continued use shall not constitute acceptance of a price increase for such Customers.

26.1. Entire Agreement. These Terms, together with the DPA (Appendix A), the Sub-processor List (Section 18A), any applicable Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof.

26.2. Amendments. Setor AI may amend these Terms by posting the updated Terms on its website and notifying the Customer by email. Changes take effect thirty (30) days after posting. For material changes, Setor AI will provide clear notice of the nature of the changes. Continued use of the Service after the effective date constitutes acceptance of the amended Terms for business Customers. For Customers who qualify as consumers, explicit acceptance is required for material changes (see Section 25.6). If the Customer does not agree to the amended Terms, the Customer may terminate the Agreement before the changes take effect, with a pro-rata refund for any prepaid Fees.

26.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent, or, if such modification is not possible, shall be deemed deleted.

26.4. Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any right on one occasion shall not be construed as a waiver of any other right or of the same right on any other occasion.

26.5. Notices. All notices under this Agreement shall be in writing and shall be deemed given: (a) upon delivery if sent by email to the addresses associated with the Customer's Account or to office@setor.ai for notices to Setor AI; or (b) three (3) business days after being sent by registered mail to the registered address of the recipient. Notices related to legal proceedings or termination must be sent by both email and registered mail.

26.6. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

26.7. No Third-Party Beneficiaries. This Agreement does not create any rights for any third party, except as expressly stated herein or as required by applicable law (including the rights of data subjects under the GDPR).

26.8. Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.

26.9. Counterparts. Where this Agreement is executed in connection with an Order Form, it may be executed in counterparts, each of which shall be deemed an original.

All communications, including legal, privacy, security, support, compliance, and data protection matters, may be directed to the single contact point below. Setor AI's Data Protection Officer can be reached at the same address.

• Company: SETOR AI Sp. z o.o. (SETOR AI Spolka z ograniczona odpowiedzialnoscia)
• Registered office: ul. Tomasza Zana 1, 20-601 Lublin, Poland
• KRS: 0001202220
• NIP: 7123502599 (EU VAT: PL7123502599)
• REGON: 543088690
• All contact (legal, privacy, security, support, compliance, DPO): office@setor.ai
• Website: https://setor.ai
• Application: https://app.setor.ai

Appendix A - Data Processing Agreement

The Data Processing Agreement (DPA) governs the processing of personal data. It forms the Appendix to these Terms and is also available as a standalone document. It incorporates the general Sub-processor authorization in Section 18A and the international transfer mechanisms described therein.

Appendix B - Sub-Processor List

The current Sub-processor List is set out in Section 18A and is available to Customers through the Customer portal. Updates are notified in accordance with Section 18A.2. Contact office@setor.ai for the latest version.