TERMS AND CONDITIONS OF SALE

• Introductory Provisions

1. 1. 1. Company elv.ai, j. s. a., having its registered office at Poštová 1, 010 08 Žilina, Slovak Republic, Company ID No.: 55 526 136, VAT NUMBER: 2122024575, VAT ID: SK2122024575, registered in the Commercial Register of the District Court Žilina, Section: Sja, Insert No. 27/L, contact e-maIl: support@elv.ai, Contact telephone line: +421 2/222 001 62 (the “Provider“), is a legal entity operating mainly in the field of online content moderation through a combination of artificial intelligence and human moderators. 
      2. These Terms and Conditions of Sale set out the mutual rights and obligations of the Contracting Parties that have arisen or shall arise in connection with or based on the Account Agreement and the Service Agreement concluded between the Provider and a person – an entrepreneur or a legal entity who, when concluding and performing contracts, acts within the scope of its business activity, employment or authorization – i.e. is not a consumer and who has ordered the Service offered by the Provider (the “Customer“), in particular through the Provider’s Website.
      3. Based on the Service Agreement, the Provider undertakes, in accordance with these Terms and Conditions of Sale, to provide the Customer with the Service specified in further detail in the Purchase Order in a due and timely manner (the “Service“), and the Customer undertakes to accept the Service from the Provider and to pay for the use of the Service the Price determined in accordance with Article 9 of these Terms and Conditions of Sale. 
      4. Provider’s website (elv.ai) and all other pages or subdomains of the Provider and the information thereon belong to the Provider. These Terms and Conditions of Sale apply not only to Customers but also to all visitors to the Website. These Terms and Conditions of Sale automatically become part of the Account Agreement and the Service Agreement between the Provider and the Customer. The Contracting Parties undertake to provide each other with all cooperation necessary for the proper and timely fulfilment of the obligations arising from these Terms and Conditions of Sale.
      5. The Service is available in those countries in which the Provider actually provides the Service, while its provision in a specific country may be subject to restrictions under local law. Each country in which a potential Customer intends to use the Service is always subject to the prior consent of the Provider.
      6. These Terms and Conditions of Sale are governed by Applicable Law and apply solely to the use of the Service specified therein. These Terms and Conditions of Sale fully supersede all previous terms and conditions of sale, including all previous versions of these Terms and Conditions of Sale. 
      7. By accessing the Website, the Website visitor confirms that he/it has become familiar with the wording of these Terms and Conditions of Sale (as amended and supplemented), understands its wording and agrees with them in its entirety. 
      8. These Terms and Conditions of Sale are published on the Website and are available to all visitors to the Website, those interested in the Service and Customers. 
      9. Legal relations between the Provider and the Customer not regulated in these Terms and Conditions of Sale, or in other agreements between the Provider and the Customer, are governed by Applicable Law.
      10. The definitions and interpretation of these Terms and Conditions of Sale are attached as Appendix 1 and form their integral part. The definitions provided in these Terms and Conditions of Sale shall have the same meaning in the Account Agreement, the Service Agreement and the Personal Data Processing Agreement, unless otherwise agreed by the Contracting Parties.

• Service

1. 1. 1. The Customer acknowledges that the Service is provided:
         1. as a B2B service (business-to-business) and not B2C (business-to-consumer);
         2. in the form of SaaS (software-as-a-service) via the Internet using the Cloud Infrastructure of the Provider’s subcontractor; the Customer acknowledges that the Provider is bound by these Terms and Conditions of Sale of the Provider’s subcontractors, and by accepting these Terms and Conditions of Sale, the Customer agrees that some parts of the subcontractor’s terms and conditions may apply to or may be binding on the Customer (and its Users), or may change these Terms and Conditions of Sale. The list of the Provider’s subcontractors shall be duly communicated to the Customer and updated on an ongoing basis;
         3. directly by the Provider, which is not a representative of another provider;
         4. “as is”, with its functionalities specified in the Account, the Purchase Order and the Service Agreement, whereas the Provider reserves the right to change the amount, scope or nature of these functionalities at its own discretion.
      2. The Service shall be provided to the Customer free of charge during the Trial Period from the conclusion of the Account Agreement and subsequently for the Price from the conclusion of the Service Agreement. The scope and specific conditions for the provision of the Service shall be specified in the Purchase Order, in the Service Agreement and in the Documentation. 

• Third-party Services

1. 1. 1. The Customer acknowledges that the Provider may connect the Customer with the services of other providers (e.g. e-mail for messaging) via API when providing the Service. For this reason, the Provider may accept documents and policies, and reserves the right to change and modify them at its own discretion and without prior notice to the Customer. 
      2. Meanwhile, the Customer acknowledges that (i) changes and modifications to the documents and policies referred to in the previous point may affect the use of the Software and the Service, and the Provider is not liable for the impact of such changes and modifications on the use of the Software and the Service; (ii) the Provider does not provide and is therefore not responsible for the services of third parties; (iii) the Provider may, even without the prior consent of the Customer, transfer some of its obligations under these Terms and Conditions of Sale (in particular hosting and maintenance services) to subcontractors and/or use agents, as well as perform any part of the Service through subcontractors or use representatives. However, the Provider remains responsible for the performance of these subcontractors under these Terms and Conditions of Sale. 

• Concluding and Amending the Account Agreement 

1. 1. 1. The Customer acknowledges that a condition for the provision of the Service is the registration of his/its Account on the Website. The Customer registers the Account by completing the electronic Registration Form, in which he/it provides his/its business name, the first name, last name and e-mail address of the Customer’s Authorized Person and the selected password. 
      2. The Customer may also register an Account by logging in with the account of another service provider within the Provider’s capabilities via the API. Each Customer may have only one Account within which he/it can create User Sub-Accounts to the extent permitted by the relevant Service Plan. 
      3. Before submitting the Registration Form, the Customer (or the Customer’s Authorized Person) confirms that (i) he/it has become familiar with the entire content of these Terms and Conditions of Sale in the version valid and effective on the date of sending the Registration Form and expressly agrees with all provisions, (ii) the person completing the Registration Form is entitled and authorized by the Customer to act on behalf of the Customer in accordance with these Terms and Conditions of Sale (in particular, to register an Account, conclude contracts and place Purchase Orders), (iii) all information in the Registration Form is true, complete, current and free of anything misleading. Failure to comply with these obligations constitutes a breach of these Terms and Conditions of Sale, which may result in the Provider’s failure to confirm the registration of the Customer’s Account or immediate withdrawal from the Account Agreement by the Provider.
      4. The Account Agreement between the Customer and the Provider is concluded at the moment when the Customer confirms the registration of the Account by clicking on the icon in the confirmation e-mail sent to him/it by the Provider. The confirmation e-mail is valid for 48 hours. Silence or inaction does not in itself constitute confirmation of the registration of an Account. 
      5. The Account Agreement can be concluded in electronic form, especially in Slovak or English.
      6. Unless otherwise specified in these Terms and Conditions of Sale, the Account Agreement concluded in writing may only be amended by a written agreement of the Contracting Parties. Written form also means the exchange of e-mail or other electronic messages (or functionality within the Customer Account). 
      7. The Customer undertakes to:
         1. inform the Provider in advance of any changes to the data in the Registration Form and in the Account; and to
         2. keep all information in the Account current, accurate, complete and free of anything misleading; otherwise, the Provider shall not be liable for any claims arising from such breach of the Customer’s obligations and shall not guarantee timely and proper access to the Service; and
         3. protect login credentials for access to the Account, while at the same time being responsible for all actions or activities performed under the Customer’s login credentials in the Account and within the Users’ Sub-Accounts; and
         4. not disclose or disseminate the Account login details to any third party (except for Authorized Persons) or to misuse them; and
         5. immediately notify the Provider of any breach of security or unauthorized access and use of the Account, and
         6. not use as credentials the names or designations of other persons or entities, or expressions that are illegal, offensive, vulgar or obscene, or are trademarks or subjects of intellectual property rights of another person or entity.

• Trial Period

1. 1. 1. At the moment of concluding the Account Agreement, the Trial Period for the use of the Service automatically begins to run for the Customer, i.e. a temporary (exclusively during the Trial Period), limited, non-exclusive, non-transferable and free right to use the Service under the conditions and to the extent specified in the Account. 
      2. The Customer acknowledges and agrees that:
         1. the functions and tools of the Service and the scope and possibilities of using the Service may be restricted and limited during the Trial Period in the manner specified in the Account;
         2. The Services are provided “as is” during the Trial Period, without any warranty or support by the Provider.
      3. At the same time, the Customer acknowledges and agrees that:
         1. he/it loses the right to use the Service (i.e. the Service becomes automatically non-functional and inactive for the Customer) on the day following the end of the Trial Period if the Customer does not place a Purchase Order for the paid version of the Service via the Account no later than on the last day of the Trial Period; and
         2. access to the Account (including the Content and data created as a result of use of the Service) remains preserved exclusively for a period of 45 (forty-five) days from the end of the Trial Period (“Additional Service Time“); within which the Customer (ii) cannot use the Service; (ii) may submit a Purchase Order for a paid Service; and
         3. The Provider is entitled to suspend the Customer’s access to the Account (including the Content and data generated as a result of using the Service) effective immediately upon the expiry of the Additional Service Period, of which the Provider shall notify the Provider by an e-mail message sent to the Customer’s e-mail address in the Account no later than 7 (seven) days before the end of the Additional Service Period; and 
         4. The Provider is entitled to withdraw from the Account Agreement effective immediately and to cancel and permanently delete the Customer’s Account (including Content and data within the meaning of point 5.3.2) if the Customer does not request the Provider in writing in the form of an e-mail message 30 (thirty) days after the expiry of the Additional Service Period within the meaning of point 5.3.3. support@elv.ai for a Purchase Order of the Service and for cancellation of the suspension of access to the Account.
      4. The Provider has no obligations and does not provide any warranty in relation to any Customer Content uploaded to the Account during the Trial Period. The Customer’s content uploaded to the Account during the Trial Period and any changes thereto made by the Customer or for the Customer during the Trial Period may (except as specified in Article 8 of these Terms and Conditions of Sale) be permanently deleted unless the Customer orders the Service in the manner specified in clause 5.3 of these Terms and Conditions of Sale. 

• Concluding and Amending the Service Agreement

1. 1. 1. The Customer orders the Service by sending the Purchase Order through the Account no later than the end of the period in accordance with point 5.3.4 of the Terms and Conditions of Sale.
      2. The Customer orders the Service (a specific Plan from the Provider’s offer) in the Account by duly filling in and sending the electronic Purchase Order Form, which, in addition to the pre-filled data in the Registration Form, contains in particular (i) the Customer’s billing and bank details, such as VAT number, VAT ID, account number and billing e-mail (if different from the e-mail in the Registration Form) and telephone number, and (ii) the selected Service Plan, and (iii) prepaid billing period (if not predetermined by the Provider).
      3. The Purchase Order is a binding proposal of the Customer to conclude a Service Agreement (offer) within the meaning of Section 43a of the Civil Code. An offer to provide a Service made by the Provider by sending a price offer, advertising or displaying (including the Provider’s Website) is not a proposal in itself and is considered only an invitation to place Purchase Orders. All photographs displayed on the Provider’s Website are for illustrative purposes only and are not a template or sample determining the quality or method of performance of the Service.
      4. Before submitting a Purchase Order through the Account, the Customer has the opportunity to check and change the data entered into the Purchase Order and the choices made when creating the Purchase Order. The Customer shall send the Purchase Order to the Provider via the Account. The Provider shall confirm this delivery to the Customer immediately after delivery of the Purchase Order via an e-mail message sent to the Customer’s e-mail address specified in the Purchase Order or in the Account.
      5. By submitting the Purchase Order, the Customer confirms that before sending the Purchase Order, (i), he/it became familiar with the entire content of these Terms and Conditions of Sale and expressly agrees with all their provisions, and (ii) all relevant information within the meaning of Section 5 of the Electronic Commerce Act has been communicated to him/it. The Contracting Parties agree and confirm that this information is provided in Slovak or English.
      6. At the same time, by submitting the Purchase Order, the Customer confirms that all data in the Purchase Order Form is true, complete, correct, current and free of anything misleading. The Customer undertakes to inform the Provider in advance of any change to this data and to keep all data in the Purchase Order Form or in the Account up-to-date, true, complete and free of anything misleading. Otherwise, the Provider is not liable for any claims that may arise as a result of the Customer’s breach of this obligation and does not guarantee full and timely access to the Service. 
      7. The Service Agreement between the Customer and the Provider is concluded at the moment when the Customer receives (accepts) the Purchase Order from the Provider. The Provider’s silence or inaction does not in itself imply acceptance of the Purchase Order. By concluding the Service Agreement, the Customer is obliged to pay the agreed Price for the Service. The Customer may use the Service to the extent of the paid and selected Service Plan. 
      8. The Service Agreement may be concluded in particular in electronic form in Slovak or English.
      9. The Customer agrees to the use of means of remote communication when concluding contracts. The costs incurred by the Customer when using the means of remote communication in connection with concluding contracts or their performance (e.g. the cost of Internet connection or the cost of telephone calls) are borne by the Customer himself/itself, while the costs of telephone calls do not differ from the regular rate.
      10. Unless otherwise stipulated in these Terms and Conditions of Sale, the Service Agreement concluded in writing may be amended only by a written agreement of the Contracting Parties. Written form also means the exchange of e-mail or other electronic messages, including changes made directly in the Account, within the possibilities allowed by the Account. 
      11. The Customer acknowledges that it is entitled to change and reduce the scope of the purchased Service Plan and/or cancel the Additional Service 1 (one) times within the relevant prepaid period of use of the Service (i.e. within the billing period agreed in the Service Agreement). This change is effective from the first day of the following billing period, i.e. from the first day of the new prepaid period immediately following the expiry of the prepaid period in which the Customer has thus changed the purchased Service Plan provided that the Customer has first settled all liabilities (especially financial) related to the use of the Service within the meaning of this clause by the effective date of the change at the latest. The Contracting Parties have agreed that by changing and reducing the scope of the Service Plan, the Customer is not entitled to: return the Price or an aliquot amount until the end of the period for which the Customer paid the Price of the Service Plan originally ordered.
      12. The Customer acknowledges that he/it is entitled to change and increase the scope of the purchased Service Plan and/or place a new Purchase Order for the Additional Service at any time within the relevant prepaid period of use of the Service (i.e. within the billing period agreed in the Service Agreement). The change is effective at the moment of payment of the aliquot part of the new amount of the Price and/or Additional Service for the next period. 
      13. In the event that after the conclusion of the Service Agreement, the circumstances change to such an extent that the performance becomes more difficult for the Provider, in particular in the case of increased performance costs of the Provider, the Provider is entitled to demand from the Customer the resumption of negotiations on the Service Agreement if: (i) the Provider could not reasonably foresee or exclude the change, and (ii) the change occurred only after the conclusion of the Service Agreement, or became known to the Provider only after the conclusion of the Service Agreement. In such a case, the Provider is entitled to postpone the performance for a reasonable period of time. If the Contracting Parties do not agree within a reasonable period of time on an amendment to the Service Agreement that restores the balance of rights and obligations of the Contracting Parties, either of the Contracting Parties is entitled to withdraw from the Service Agreement. 
      14. In case of the Customer’s interest, the Provider may also provide the Customer with Other Services for a fee, in particular (i) implementation and customization, (ii) advisory services and support, and (iii) removal of any defects. The provision of these Other Services shall be the subject of a separate agreement with the Provider. The Customer acknowledges that any changes, new functionalities and other modifications of the Service and Software become an integral part of the Software and the Service, while the Provider becomes their owner and the exclusive holder of copyright property rights thereto with the right to use them, further distribute them and grant licenses to third parties without any restrictions.

• User Sub-Account 

1. 1. 1. The Customer acknowledges that some paid Service Plans allow for the creation of a Sub-Account or multiple Sub-Accounts of Users. Their number is limited by the specific Service Plan within the Provider’s offer. 
      2. The User creates a Sub-Account by clicking on the invitation sent in the e-mail message by the Customer and entering his/its own login details on the Website. If the Customer decides to change the Service Plan (in cases provided for in the Terms and Conditions of Sale) during the term of the Service Agreement, which is not associated with the possibility of creating Sub-Accounts, all Sub-Accounts of the Customer’s Users shall automatically cease to exist with the effect of this change. 
      3. The Customer declares and warrants that it is fully responsible for the content and for all activities of the Users in the Account and in the Sub-Accounts. At the same time, the Customer confirms that he/it fully approves all Users’ activities in the Sub-Accounts, and the Provider bears no responsibility for these actions and activities. Users may use the Sub-Account only to the extent of the paid Customer Service Plan and only under the conditions specified in these Terms and Conditions of Sale. However, Users are not entitled to place Purchase Orders or otherwise conclude, amend or cancel Account Agreements, Service Agreements, Other Services and Additional Services. 
      4. The Customer may cancel the User’s Sub-Account at any time (effective immediately) in the manner specified in the Account. The Customer may also make changes to the Users’ Sub-Accounts (i.e. delete one User Sub-Account and replace it with another User’s Sub-Account), but always within the maximum limit allowed under the selected Service Plan. The User does not have any claim against the Provider due to changes resulting from this point of the Terms and Conditions of Sale. 
      5. The Provider may cancel and delete (effective immediately) the User’s Sub-Account at any time, even without prior notice to the Customer, if the User’s actions and activities in the Sub-Account have violated the obligations arising from these Terms and Conditions of Sale, Applicable Law, or if the User has caused or threatens to cause damage or other harm to the Provider or third parties. 

• Customer Content

1. 1. 1. The Contracting Parties have agreed that the Provider is entitled to use any Content of the Customer and its Users that is not of the nature of personal data and that is (i) uploaded, published or stored in the Account and/or on the Online Platform by the Customer or the Customer’s Users, (ii) transferred to the Account and/or the Online Platform by the Customer or the Customer’s Users or processed by the Provider on behalf of the Customer, (iii) delivered for upload or transfer to the Account and/or the Online Platform by the Customer or the Customer’s Users and with whom the Provider comes into contact or which the Provider processes for the Customer in the provision of the Service for the Provider’s own purposes, in particular (but not exclusively) for the provision of the Service, development and improvement of the Provider’s services and products, training of the AI model, research, statistical and analytical activities, whereby the Provider is entitled to provide such Content to third parties. To eliminate doubt, the Content remains the exclusive property of the Customer. 
      2. The authorization under clause 8.1 applies to the Content that the Provider processes on behalf of the Customer during the term of the Account Agreement and the Service Agreement and/or during the provision of the Service, as well as after the termination of the cooperation of the Contracting Parties, until the Customer requests the deletion of this Content in the form of an e-mail message to: support@elv.ai. If the data that has the nature of personal data under Applicable Law cannot be effectively separated from the Content, the Customer acknowledges and agrees that the Provider shall proceed to anonymize the personal data contained in the Content and shall subsequently use such Content in the manner and for its own purposes specified in clauses 8.1 and 8.2. The Provider’s obligations under Applicable Law related to the protection of personal data are not affected by this.
      3. At the same time, the Contracting Parties have agreed that if the Content includes works that have the nature of copyrighted works within the meaning of the Copyright Act, then the Customer, at the moment of providing this Content (its part) to the Provider (in the manner within the meaning of point 8.1), grants the Provider an exclusive, territorially and temporally unlimited and free right (consent) to use, store, distribute, process, transmit, display, store, reproduce, copy, modify and translate the Content (its part) in part or in whole for (i) provision of the Service, (ii) the Provider’s own purposes, in particular (but not exclusively) for the development and improvement of the Provider’s services and products, and for (iii) training of the AI model, and (iv) research and analytical activities and statistical purposes (the “License“).
      4. At the same time, the Customer grants the Provider consent to grant a sub-license within the scope of the License or to assign the License to third parties and entities cooperating with the Provider. The License and consent under clauses 8.3 and 8.4 to use the Content in anonymized form for the Provider’s internal purposes, in particular (but not exclusively) for the provision of the Service, development, improvement and streamlining of the Service, AI model training, research activities and statistical and analytical purposes remains valid and effective even after the termination of the Account Agreement and the Service Agreement.
      5. The Customer declares that by granting the right (License) pursuant to clauses 8.1 to 8.4 of these Terms and Conditions of Sale:
         1. he/it is fully entitled without restriction to exercise these rights in the Content (its part) and does not infringe upon the rights (including intellectual property rights) of any third party; 
         2. he/it settles in full all claims of persons who have or may have any right or entitlement to the Content (its part); and
         3. he/it has not granted any prior rights to use the Content (parts thereof) to any third party that would prevent the Provider from using it to the extent and in a manner within the meaning of clauses 8.1 to 8.4 of these Terms and Conditions of Sale. 

• Price and Payment Terms

1. 1. 1. The Customer acknowledges that, with the exception of the Trial Period, the Service is provided to him/it for a fee. After concluding the Service Agreement, the Customer is obliged to pay the Provider the Price for the Service in the amount corresponding to the ordered Service Plan. 
      2. Price may apply (i) monthly (calendar month), (ii) annually (calendar year), (iiii) based on a special agreement of the Contracting Parties, semi-annually (calendar half-year) or quarterly (calendar quarter). The price and other payments under these Terms and Conditions of Sale are charged in EUR. 
      3. An overview of the Pricing rates for each Service Plan is provided in the Price List in the Account. If the Customer exceeds the set limit of the paid Service Plan in the relevant billing period, the Customer may (if the relevant Plan allows it) order the so-called Additional Service after meeting the conditions envisaged in clause 6.12 of these Terms and Conditions of Sale. 
      4. Unless specifically agreed otherwise, the Price and all payments referred to, in or in connection with, these Terms and Conditions of Sale are exclusive of applicable VAT and other taxes, which shall be added (if applicable) in accordance with Applicable Law.
      5. The Customer is obliged to pay the Provider the first payment of the Price in advance by Cashless Payment based on (i) the Customer’s payment card through the Payment Gateway, or (ii) the Customer’s payment card via Google Pay/Apple Pay, or (iii) Invoice. In the case referred to in points (i) and (ii), each subsequent payment of the Price for the next billing period agreed in the Service Agreement shall be automatically debited from the Customer’s payment card by the Payment Gateway Controller or via Google Pay/Apple Pay until one of the Contracting Parties terminates the Service Agreement in one of the ways specified in these Terms and Conditions of Sale. To eliminate doubt, the payment of the Price for the next accounting (invoicing) period shall be automatically debited to the Customer on the same day that numerically coincides with the date of the first payment of the Price and, if such a day is not in the given period (e.g. if the first payment was made on the 31st day of the month and the following month/month of the half-year has fewer days), then on the last day of the previous accounting (invoicing) period for the following period. 
      6. The Customer acknowledges that the Provider uses the Payment Gateway to pay the Price through the payment account linked to the Customer’s Account. The Payment Gateway Controller (i) stores the Customer’s payment card details, (ii) automatically debits the amount of the Price from the Customer’s payment card for the relevant billing period, (iii) issues and sends Invoices to the Customer, and (iv) returns payments to the Customer after the Customer has become entitled to their refund under these Terms and Conditions of Sale, the Purchase Order or the Service Agreement, within the period specified in the conditions of sale of the Payment Gateway Controller. The Customer may change, delete or add new payment card details and link them to the Account at any time. The Terms and Conditions of Sale set forth in this clause shall apply mutatis mutandis to payments made via Google Pay/Apple Pay. 
      7. In addition to these Terms and Conditions of Sale, the payment and processing of the Price payment via the Payment Gateway is governed by the Terms and Conditions of Sale and policies of the Payment Gateway Controller. The Customer acknowledges that the Provider is not liable for defects or other deficiencies, nor for the actions and inactions of the Payment Gateway Controller. By sending a Purchase Order for the Service, the Customer (i) agrees to pay the Price and other payments under these Terms and Conditions of Sale (if this option is chosen) at their then-current rate through the Payment Gateway in accordance with the applicable payment terms; and (ii) authorizes the Provider to charge the Price and other payments under these Terms and Conditions of Sale through the Payment Gateway. The terms and consents set forth in this clause shall apply mutatis mutandis to payments made via Google Pay/Apple Pay.
      8. The invoice for payments pursuant to points 9.6 and 9.7 shall be delivered to the Customer by the operator of the Payment Gateway (or by the operators of Apple Pay/Google Pay) (i) through the Customer’s account established with the Payment Gateway Controller or in Google Pay/Apple Pay, and/or (iii) as an attachment to an e-mail message sent to the Customer. To eliminate doubt, the Invoice shall be deemed to have been delivered upon the lapse of 3 (three) working days from the date of its verifiable dispatch to the Customer.
      9. In the case of payment based on an Invoice, the Provider shall deliver an invoice to the Customer for the payment of the Price approximately 30 (thirty) days before the billing period to which the Invoice relates. Unless otherwise agreed by the Contracting Parties, the due date of the Invoice is 14 (fourteen) days from its delivery. The invoice is sent to the Customer’s e-mail address in the Account. To eliminate doubt, the Invoice shall be deemed to have been delivered upon the lapse of 3 (three) working days from the date of its verifiable dispatch by the Provider to the Customer.
      10. The invoice must meet all legal requirements, in particular it must contain all the elements of a tax certificate. In accordance with Sec 71(1)(b)  of the VAT Act, the Customer grants consent to the Provider and entitles it to issue invoices in accordance with these Terms and Conditions of Sale and the Service Agreement exclusively in electronic form and to send them in PDF format to the Customer’s e-mail address specified in the Account. This Invoice is considered a tax certificate pursuant to Section 71 1 (a) and (b) of the VAT Act for the Services provided under these Terms and Conditions of Sale. 
      11. The Customer declares that he/it has exclusive access to the electronic e-mail address to which electronic Invoices shall be sent and acknowledges that the Provider is not liable for any breach or damage arising as a result of (i) unauthorized access and leakage of information and trade secrets from the electronic mailbox to which the electronic Invoice shall be sent, (ii) theft, misuse of login data to the electronic mailbox. The Customer undertakes to inform the Provider in advance of any change in the e-mail address to which electronic Invoices shall be sent or of other information that may affect electronic invoicing. 
      12. If the Customer needs an Invoice in paper form, the Customer may contact the Provider’s e-mail address with the request: support@elv.ai The Customer may withdraw his/its consent to electronic invoicing at any time in writing by sending a request to the Provider to the e-mail address specified in this section of the Terms and Conditions of Sale. 
      13. If the Customer sends a Purchase Order for the Service within a calendar period, the Customer is obliged to pay the Price and other payments in an aliquot amount. 
      14. If the Provider provides the Customer with Other Services, these shall be charged according to the actual time spent and the Provider’s Price List. Other Services shall be invoiced monthly based on a statement of time spent by the Provider providing Other Services. Additional Services shall be charged in the same way as set out in clause 9.5 of the Terms and Conditions of Sale.
      15. The moment of payment of the Price or other payment under the Terms and Conditions of Sale is considered to be the moment of their full crediting to the Provider’s Bank Account. The Customer acknowledges and agrees that he/it is obliged to bear all bank and other fees associated with payment of the Price. 
      16. In case of the Customer’s delay in paying the Price (its part) or other payments under these Terms and Conditions of Sale by the due date, the Provider shall be entitled to charge default interest of 0.05% per day on the amount due until its full payment to the Provider.
      17. Meanwhile, the Customer acknowledges that (without the aforementioned being considered a breach of the Terms and Conditions of Sale and Contracts or as a delay in performance):
          1. if the Payment Gateway Controller (or the Apple Pay and Google Pay Controllers) fail(s) to collect the Price and/or other payment under these Terms and Conditions of Sale, the Purchase Order and the Service Agreement in full for any reason within their due date and fail(s) to do so within 7 (seven) days after their due date, the Provider is entitled to suspend the Customer’s access to the Service on the day following the expiry of this period (i.e. the Service automatically becomes non-functional and inactive for the Customer); or 
          2. if the amount of the Price or other payment pursuant to these Terms and Conditions of Sale, the Purchase Order and the Service Agreement is not credited to the Provider’s Bank Account on the Service Contract in full for any reason within the due date, even within 30 (thirty) days after their due date, the Provider is entitled to suspend the Customer’s access to the Service on the day following the expiry of this period (i.e. the Service automatically becomes non-functional and inactive for the Customer); and
          3. if the Customer fails to pay the Provider the amount of the Price due or any other payment under these Terms and Conditions of Sale, the Purchase Order and the Service Agreement even within the additional 45 (forty five) day term within the meaning of points 9.17.1 and 9.17.2 (the “Additional Payment Term“), the Customer loses access to the Account (including access to all data, statistics and functions in the Account) on the day following the expiry of the Additional Payment Term; and 
          4. if the Customer fails to pay the Provider the amount of the Price due or other payment under these Terms and Conditions of Sale, the Purchase Order and the Service Agreement even within 30 (thirty) days after access to the account was suspended within the meaning of point 9.17.3, the Provider is entitled to withdraw from the Account Agreement and the Service Agreement (including all existing Purchase Orders) effective immediately and to close (permanently delete) the Customer’s Account (including all data, statistics and functions stored on it). 
      18. The Customer acknowledges and agrees that the Provider may reconsider and unilaterally increase the Price and any fees for the Service and the Additional Service as a result of (i) increased costs or fees of the Provider or third parties related to the provision of the Service, or (ii) inflation within the meaning of point 9.19. The Provider shall notify the Customer of such increase at least 30 (thirty) days before it takes effect. If the Customer does not agree with such an increase, the Customer may withdraw from the Service Agreement effective immediately in writing in the manner specified in clause 15.12 of these Terms and Conditions of Sale within 10 (ten) days of such notification. If the Customer does not withdraw from the Service Agreement pursuant to this clause, the increased Price and any fees for the Service shall be effective on the date specified in the notice, and the Customer shall be obliged to pay the increased Price and other payments under these Terms and Conditions of Sale in the following billing period. 
      19. The Customer acknowledges and agrees that the Price and other payments under these Terms and Conditions of Sale and the Service Agreement may increase (never decrease) as of 01 January of the relevant year of duration of the Service Agreement by a positive average annual inflation rate measured by the Harmonized Index of Consumer Prices (HICP) published by Eurostat for the entire European Union for the month of November of the previous calendar year, as the 12-month average. The Provider shall inform the Customer in writing of the increase. The procedure for applying the increase under point 9.18 shall be maintained. 
      20. The Provider may, at its sole discretion, provide a discount on the Price and other payments under these Terms and Conditions of Sale, a discounted offer or a promo code for the Service. The Customer acknowledges that he/it is not legally entitled to apply these discounts, discounted offers or promo codes.

• Terms of Use of the Service

1. 1. 1. The Customer and its designated Authorized Persons, Users and other visitors may use the Website, Software and Service only in accordance with these Terms and Conditions of Sale and otherwise for the Customer’s internal purposes. The Customer is solely responsible for the activities of the Users, allowing them to create a Sub-Account and use the Service.
      2. The Customer, its Authorized Persons and Users undertake to prevent any unauthorized access to the Account (and Sub-Accounts), and to this end, undertake to make reasonable efforts, including appropriate security measures. The Customer undertakes to inform the Provider about any unauthorized access and use of the Account (Sub-Account) and the Service, as well as about the loss, theft or misuse of login data to the Account immediately after becoming aware of it. The Customer is obliged to ensure that the Authorized Persons and Users also comply with the obligations specified in these Terms and Conditions of Sale.
      3. The Customer (including Authorized Persons, Visitors, Users, or any third party authorized by the Customer) may not use the Service in any manner that:
         1. lies outside the purpose of using the Service and is not in accordance with the permitted use of the Software and/or Service and the Documentation; and
         2. is unlawful, inappropriate, libelous, fraudulent or harmful, false or misleading and/or is associated with any illegal, fraudulent, deceptive or harmful purpose or activity or runs contrary to good morals, fair business principles and judicial practice applicable to the relevant territory of use of the Service; and 
         3. breaches the rights, personality and personality rights and privacy of any third party granted by law, is harassing, discriminatory, threatening, or hateful, or may lead to harassment, discrimination, or cause harm or other injury; and
         4. leads or may lead to unlawful, criminal or other illegal conduct, in particular (but not limited to) the (i) violation of Applicable Law and other applicable legislation; (ii) the dissemination of illegal content; (iii) transmitting any information or data that infringes or threatens intellectual property rights or is otherwise unlawful; (iv) the spread of terrorism, and (v) the spread of disinformation; and
         5. aims to carry out and direct any censorship of third-party content and contributions, including political censorship;
         6. interferes with or attempts to access the Software and the Service in any manner other than that permitted by the Licensor and/or causes or may cause damage to the Software and/or the Service (parts thereof) or impaired availability or accessibility of the Software and/or the Service (parts thereof); and
         7. circumvents any restrictions on the use of the Software and the Service and/or interferes with or attempts to access the Software and Service in any way other than the interface and instructions provided by the Provider; and
         8. may lead to or is used to spread viruses or other harmful computer codes, files or programs; and
         9. makes the Software and the Service available over a network; and
         10. infringes on the Intellectual Property and trade secrets of the Provider or other third parties; and
         11. may lead to legal proceedings against any person (in any jurisdiction and under any law); and
         12. may result in other similarly harmful activity in relation to the Software, Service, Provider or third parties.
      4. The Customer undertakes to ensure that the Content uploaded, stored or processed by the Customer, Authorized Persons, Users and other authorized third parties when using the Software and the Service does not contain or becomes used for any of the activities specified in clause 10.3 of these Terms and Conditions of Sale.

• Intellectual Property

1. 1. The Customer acknowledges that by using the Service, the Customer does not acquire ownership or any Intellectual Property in the Website, Software or the Service, Documentation or content to which the Customer has access. The Provider (or its suppliers or licensors) shall remain the holder(s) of all rights to the Website, Software and Service, Documentation and Content, including proprietary rights and Intellectual Property.
   2. The Licensor also remains the owner and authorized executor of copyright in the Software and the Service, including all their updates, upgrades, changes, modifications, enhancements and extensions. This also applies to any software, applications, inventions, or other technologies developed in connection with the use of the Service, as well as information derived from anonymized Customer Content.
   3. At the same time, the Provider (and, where applicable, its suppliers and/or licensors) retain(s) all rights to the video and audio recordings, audiovisual works, presentations, brands, logos and registered trademarks, as well as other graphic designs contained in the Website and in the Software. Neither the Customer nor any of its Authorized Persons, Users or third parties are entitled to dispose of, distribute, process or use them in any way without the prior consent of the Provider. All photographs, images, graphics, video recordings and video-audio recordings, audiovisual works displayed on the Provider’s Website are for illustrative purposes only and do not determine the quality or method of implementation of the Service.
   4. The Customer acknowledges that the Provider does not grant any License of any kind to the Customer, its Authorized Persons, Users or other third parties. The Provider provides the Customer exclusively with the Service to the extent specified in the Terms and Conditions of Sale and in the Service Agreement. Nothing in these Terms and Conditions of Sale shall have the effect of assigning or transferring any ownership rights or Intellectual Property, or granting of a License or right to use any rights and Intellectual Property by the Provider to the Customer, Authorized Persons, Users or any other third party. 
   5. By concluding the Account Agreement, the Provider grants the Customer (and, where applicable, its Users) access, i.e. a non-exclusive, territorially unlimited, time-limited (for the duration of the Account Agreement and the Service Agreement) and materially limited, non-transferable and non-transferable right to use and access the Account and Software to the extent according to the purchased Service Plan that the Customer (and its Users) use(s), exclusively for internal, non-commercial purposes of the Customer under conditions determined in these Terms and Conditions of Sale and in the Documents.
   6. The Customer, its Authorized Persons, Users or any third parties undertake not to:
      1. license, sublicense, transfer, sell, loan, lease, or otherwise publicly disseminate, share, assign or consent to use the Service to the public or any third party; and
      2. remove, obscure, or alter any legal notices, markings, trademarks, or proprietary rights displayed on the Website; and 
      3. modify, adapt, alter, interfere, correct, reproduce, distribute, improve, translate or otherwise create derivative works from the Website, Software and Service or adapt the Website, Software and Service to the Customer’s needs; and 
      4. alter, decompile, decrypt, adapt, reverse engineer the Website, Software and Services in any way, or attempt to discover, retrieve or recreate the source code or use them other than as provided in these Terms and Conditions of Sale; and
      5. use or otherwise enable the use of the Software and the Service, or any portion thereof, to provide services to third parties; and 
      6. republish or distribute any content or material from the Website or Service; and
      7. use the Software and Services for purposes other than those set out in these Terms and Conditions of Sale, the Account Agreement and Service Agreement; and
      8. access or attempt to access the source code of the Software, Account, computer systems or networks of the Provider or other users, even after the termination of the Account Agreement and the Service Agreement; and
      9. unduly burden the Software, interfere with or disrupt the servers or networks used by the Provider or other users to access and provide the Service; and
      10. interfere with the Documentation; and
      11. register, directly or indirectly facilitate the registration of, or in any way support, the registration of the Provider’s trademarks, trade names or other designations (or related or similar trade names or other designations) by a third party; and 
      12. perform or require any other person to perform any testing on the Website, Software or Service;
      13. claim any Intellectual Property of the Provider and other third parties;
      14. access the Website, Software and Service in order to create a competing product or service or copy any ideas, modules, functions or graphics of the Website, Software and Service or use them for other than permitted purposes;
      15. engage in any other similar activity that may infringe on the Intellectual Property of the Provider or other third parties.
   7. Any infringement of the Intellectual Property of the Provider or any other third party or this Article or Article 10 of these Terms and Conditions of Sale (whether by the Customer, its Authorized Persons, Users or any third party authorized by the Customer) shall give rise to the right of the Provider to (i) immediately discontinue the provision of the Service without compensation, (ii) immediately withdraw from the Service Agreement and the Account Agreement, (iii) seek damages and reimbursement of all claims and costs (including reasonable legal/attorneys’ fees and costs) incurred by the Provider as a result of such breach, and (iv) to assert other legal and statutory claims arising from such a breach.
   8. The Customer acknowledges that:
      1. after expiration of the term of the Account Agreement and the Service Agreement, he/it loses the right to use the Service, as well as access to the Account under the conditions specified in the Terms and Conditions of Sale; and 
      2. is solely responsible for making a copy of the Content from his/its Account prior to termination of the Account Agreement and Service Agreement; and
      3. is not entitled to use any of the Provider’s trademarks, logos and trade names in connection with any of its products or services without the prior written consent of the Provider.
   9. By concluding the Account Agreement, the Customer grants the Provider the right to use the Customer’s logo and business name for marketing purposes and for the purpose of promoting the Provider’s Service on the Website and in marketing and promotional materials. The Customer may withdraw this consent by sending an e-mail message to the Provider’s e-mail address specified in these Terms and Conditions of Sale. 

• Privacy Policy

1. 1. 1. The processing of personal data pursuant to Applicable Law by the Provider on behalf of the Customer in connection with the provision of the Service under the Account Agreement and the Service Agreement is governed by the Personal Data Processing Agreement, which forms an integral part of the Account Agreement and the Service Agreement. To eliminate doubt, the Contracting Parties agree that by concluding the Account Agreement and the Service Agreement at the same time, the Contracting Parties accept and conclude the Personal Data Processing Agreement.
      2. The Customer acknowledges that the Provider may process certain Content, including personal data, as an independent data controller for its own purposes. In such cases, the Provider’s Privacy Statement applies to the Customer and the Provider shall process such Content in accordance with the requirements of Applicable Law.

• Responsibility

1. 1. 1. The Customer acknowledges that, to the maximum extent permitted by Applicable Law, the Software and Service are provided to the Customer “as is” and “as available”, and the Provider does not warrant that they shall be completely free from defects and deficiencies.
      2. The Customer acknowledges and agrees that the use of the Website, Software and/or Service may be associated with a certain risk in the field of technical security, in particular in the event of technical security breaches by third parties, data leakage, misuse of login data by a third party, etc. By accepting these Terms and Conditions of Sale, the Customer accepts this risk and undertakes to take all reasonable measures to prevent or limit the possibility of damage or other adverse consequences on its part to the maximum extent possible.
      3. The Customer acknowledges that the Provider does not provide, to the maximum extent permitted by law, any warranties or statements for the Website, the Service or the Software. This includes, but is not limited to, all express, direct, implied and statutory warranties, such as warranties of quality, fitness for a particular purpose, merchantability and warranties associated with their use. To eliminate doubt, the Provider does not provide the Customer with a warranty for the Software, access to the Service, or for the Service itself within the meaning of Sec 429 et seq. of the Commercial Code.
      4. The Provider shall also not be liable for the fact that the (i) Account, the Website, the Software and the Service shall be available, secure and error-free at all times, and shall operate without restrictions or exclusions; (ii) the Account, Website, Software and Service are compliant with any norms and standards, (iii) any defects or deficiencies shall be corrected, and (iv) the Software and Service shall meet the Customer’s requirements, the Customer shall achieve any intended goals and results by using them, and they shall meanwhile be compatible with any other software, applications, systems or services of the Customer, (v) any data, content and results provided through the Software using the AI modelov (including third-party data, content, and results and their models) or the use of AI itself shall be flawless, accurate, complete, or fit for its intended purpose at all times. 
      5. The Provider shall expend maximum effort to: (i) provide the Service with no restrictions; (ii) ensure that the Service shall be provided in good technical quality and free from defects (iii) operate the technical infrastructure in such a way as to minimize downtime, (iv) remove defects and deficiencies in the Software and Services according to their severity; (v) fix and eliminate deficiencies in the Software and Services, including AI models. 
      6. The Customer and its Authorized Persons and Users further acknowledge that the Provider is not specifically responsible for:
         1. any restrictions and delays caused by third parties, the Customer, Authorized Persons, Users or other circumstances beyond the control of the Provider (including those caused by false, incomplete, inaccurate or misleading data provided by the Customer or Authorized Persons and Users); and
         2. the use of the Account and the Service by the Customer and the Authorized Persons and Users, as well as for the Content and for the infringement of the intellectual property of third parties relating to the Content; and
         3. unavailability, temporary restriction or malfunction of the Website, Software, Service and Account due to scheduled or mandatory maintenance or downtime, disruption and/or malfunction of functions, carrying out updates, upgrades, due to failures on the part of network providers and other technical failures; the Provider, if possible, shall notify the Customer in writing of the occurrence and existence of such an event at least 3 (three) business days in advance; and
         4. unavailability or improper functioning of the Service, Software and Account, if they are used on browsers other than those recommended with the latest update or are incompatible with any application or software that is not expressly marked as compatible by the Provider; and
         5. any backup of Content and in the Account; and
         6. Force majeure events (vis maior).  
      7. The Provider shall be liable for damage caused to the Customer and its Authorized Persons, Users only if it was caused intentionally or by gross negligence, except (to the maximum extent permitted by law) (i) lost profits, loss of revenue or income, or business interruption; (ii) special, indirect, incidental or consequential loss or damage, and (iii) loss of expected savings and business opportunities. The total liability of the Provider towards the Customer and its Authorized Persons and Users under these Terms and Conditions of Sale (including the Account Agreement and the Service Agreement) and under the Data Processing Agreement shall not exceed the total amount of the Price paid by the Customer to the Provider based on these contracts and agreements in the period of 12 (twelve) months prior to the occurrence of the event that resulted in the onset of the damage. 
      8. The Customer is liable for damages (including reasonable expenses and costs of legal services/attorney) caused to the Provider as a result of the breach of these Terms and Conditions of Sale, the Account Agreement and the Service Agreement and Applicable Law, documentation by the Customer, the Authorized Person, the User or any third party used by the Customer.

• Obligation of Confidentiality

1. 1. 1. The Contracting Parties are obliged to maintain confidentiality over the Confidential Information, which they may use solely for the purpose of fulfilling their obligations arising from these Terms and Conditions of Sale, the Account Agreement, the Service Agreement and the Personal Data Processing Agreement, and may not publish, provide or disclose them to third parties, or use them for themselves or for other persons contrary to the purpose for which they were provided. The obligation of confidentiality shall continue even after the termination of the Account Agreement and the Service Agreement (whichever comes later) for a period of five (5) years from the date of their termination. The Customer undertakes to ensure that the confidentiality over Confidential Information is observed to the same extent by its Authorized Persons, Users and other third parties used by the Customer.
      2. The Contracting Parties agree that Confidential Information is information that:
         1. either of the Contracting Parties shall designate as confidential;
         2. relate to the business or financial situation of the Contracting Party, business opportunities, Customers, plans for the development of future products and services, know-how, technology and content;
         3. of which either Party becomes aware in the exercise of its rights and obligations under these Terms and Conditions of Sale, the Account Agreement and the Service Agreement, and it may be reasonably assumed that they should remain confidential.
      3. The Contracting Parties shall take reasonable measures to prevent the leakage, provision or disclosure of Confidential Information to third parties.
      4. Upon the termination of the term of the Account Agreement and the Service Agreement (whichever comes later), and unless otherwise specified in these Terms and Conditions of Sale, the Contracting Party shall immediately return to the other Contracting Party all documents, materials and their content that it has obtained in connection with the performance of its obligations under these Terms and Conditions of Sale or the Account Agreement or Service Agreement, or destroy them if they cannot be returned.
      5. The provisions of Section 14.1 of these Terms and Conditions of Sale do not apply:
         1. if the Contracting Party proves that the Confidential Information was disclosed without becoming publicly available as a result of the (other) Contracting Party’s act or omission; 
         2. if the Contracting Party obtained, had at its disposal or owned the Confidential Information in accordance with the law prior to the conclusion of the Account Agreement and the Service Agreement, 
         3. if the Confidential Information is the result of an independent development of the Contracting Party or has been provided to it in accordance with legal regulations by a third party, which the Contracting Party can credibly prove;
         4. if disclosure of Confidential Information is required by law; in such a case, the Contracting Party shall use all reasonable means in accordance with the law to refuse or limit their disclosure, unless this would harm the Contracting Party in its legal position, the functioning of his/its business, cause an outage or expose him/it to criminal, civil or administrative sanctions. The Contracting Party shall inform the other Contracting Party of the circumstances in question; or
         5. if the Confidential Information shall be provided to the Contracting Party’s professional advisor based on a confidentiality obligation to the same extent as resulting from these Terms and Conditions of Sale.

• Term and Termination of the Account Agreement and Service Agreement

1. 1. 1. Except as specifically provided in these Terms and Conditions of Sale, the Account Agreement is concluded for an indefinite period. With the exception of the Trial Period, the Service Agreement is concluded for the period specified in the Purchase Order or for an indefinite period.
      2. Except as specifically provided in the Terms and Conditions of Sale, the Service Agreement (including the Additional Service) and the Account Agreement may be terminated:
         1. by written agreement of the Contracting Parties;
         2. by written notice pursuant to clauses 15.4 and 15.5 of these Terms and Conditions of Sale;
         3. by withdrawal in the cases agreed in clauses 15.12 and 15.13 and in other clauses specified in these Terms and Conditions of Sale (in particular clauses 4.3, 6.13, 9.17.4, 9.18, 11.7 and 18.3).
      3. Each Party may terminate the Account Agreement at any time, even without giving a reason for termination. 
      4. The Customer may cancel (terminate) the Account Agreement, either 
         1. by clicking on the “cancel account” icon within his/its Account, and the Account Agreement terminates immediately (except as set out in clause 15.6), or 
         2. by written notice delivered to the Provider to the e-mail address: support@elv.ai, whereby the Account Agreement shall expire on the 5th (fifth) day from its delivery to the Provider (except as specified in clause 15.6). 
      5. The Provider may cancel (terminate) the Account Agreement by written notice sent to the Customer to the e-mail address specified in the Account, whereby the Account Agreement shall terminate on the 5th (fifth) day from its delivery to the Customer (except as specified in clause 15.6). 
      6. The Customer acknowledges that if, at the moment of termination of the Account Agreement, the Customer has concluded (i.e. valid and effective) Service Agreements and/or duly placed Purchase Orders, the Account Agreement shall not terminate before the Service Agreement and/or the last Purchase Order placed by the Customer. Upon termination of the Account Agreement, all Sub-Accounts of the Customer’s Users automatically cease to exist. 
      7. By terminating the Account Agreement for any reason, the Customer and all its Authorized Persons and Users lose the right to use the Account, including the Sub-Accounts (Content stored on it) as well as access to these accounts. The Customer acknowledges that within 30 (thirty) days from the termination of the Account Agreement, the Customer may request the Provider in writing in the form of an e-mail message to the e-mail address support@elv.ai to renew the Account Agreement, provided that the User is interested in using the Service, otherwise the Customer’s Account (including the Content) shall be permanently deleted upon the expiration of this period. 
      8. Each Contracting Party may terminate the Service Agreement (including any Additional Service) at any time, even without providing a reason for termination. 
      9. The Customer may cancel (terminate) the Service Agreement (and/or Additional Service), either 
         1. by clicking on the “cancel service” icon within his/its Account or within the Account of the Payment Gateway Controller (as applicable); whereby the Service Agreement terminates on the expiry of the last day of the calendar month in which the Service was cancelled by the Customer, or 
         2. by written notice delivered to the Provider to the e-mail address: support@elv.ai with a notice period of 30 (thirty) days, whereby the Service Agreement shall expire only on the expiry of the last day of the calendar month in which the notice period has expired. 
      10. The Provider may cancel (terminate) the Service Agreement (including the Additional Service and all Purchase Orders) by written notice sent to the Customer to the e-mail address specified in the Account with a termination notice period of 30 (thirty) days, whereby the Service Agreement shall expire only on the expiry of the last day of the calendar month in which the notice period expired. 
      11. Upon termination of the Service Agreement (including the Additional Service and all Purchase Orders), the Customer loses the right to use the Service (i.e. the Service becomes automatically non-functional and inactive for the Customer) on the day following the termination of the Service Agreement; and
          1. access to the Account and Sub-Accounts (including the Content and data created as a result of the use of the Service) remains retained exclusively for a period of 45 (forty-five) days from the termination of the Service Agreement (“Additional Period”); within which the Customer (ii) cannot use the Service; (ii) may submit a Purchase Order for a paid Service; and
          2. The Provider is entitled to suspend the Customer’s access to the Account (including the Content and data generated as a result of using the Service), effective immediately upon the expiry of the Additional Period, of which the Provider shall notify the Provider by an e-mail message sent to the Customer’s e-mail address in the Account no later than 7 (seven) days before the end of the Additional Period; and 
          3. The Provider is entitled to withdraw from the Account Agreement effective immediately and to cancel and permanently delete the Customer’s Account (including the Content and data generated as a result of the use of the Service) if the Customer does not request the Provider in writing by e-mail message within 30 (thirty) days after the expiry of the Additional Period pursuant to clause 15.11.1 support@elv.ai for a Service Purchase Order.
      12. Except in cases specifically regulated in these Terms and Conditions of Sale, the Customer may immediately withdraw from the Service Agreement and the Account Agreement by written notice of withdrawal (also by e-mail) to the Provider:
          1. if the Provider breaches any provision of these Terms and Conditions of Sale, Applicable Law or a provision of another generally binding legal regulation, and if the Customer has notified the Provider in writing (including by e-mail) and provided the Provider with a reasonable period of at least 15 (fifteen) days to ensure remedy;
          2. if the Provider ceases to carry out all (or a substantial part) of its business activities;
          3. in the event of unavailability of the Service that lasts for more than 24 (twenty-four) hours and if the Customer has notified the Customer in writing (including by e-mail) and provided the Customer with a reasonable period of at least 15 (fifteen) days to ensure remedy; and
          4. in the cases specified in clauses 9.18 and 18.3 of these Terms and Conditions of Sale.
      13. Except in cases specifically provided for in these Terms and Conditions of Sale, the Provider may immediately withdraw from the Service Agreement and the Account Agreement by a written notice of withdrawal (including by e-mail) to the Customer if:
          1. the Customer breaches any provision of these Terms and Conditions of Sale, Applicable Law or the provision of any other generally binding legal regulation, in particular (but not limited to) Articles 10 and 11 of these Terms and Conditions of Sale or the Intellectual Property, and if the Provider has notified the Customer in writing (including by e-mail) and provided the Customer with a reasonable period of at least 7 (seven) days to remedy the situation; and
          2. the Customer is in default with the payment of the due Price within the meaning of clause 9.17 of these Terms and Conditions of Sale. 
      14. The notice of withdrawal pursuant to clauses 15.12 and 15.13 shall be effective on the day following the date of its delivery to the other Contracting Party. The Contracting Parties have agreed to exclude the application of Section 351(2)  of the Commercial Code upon withdrawal from contracts. 
      15. By termination of the Service Agreement and the Account Agreement shall not cause termination of (i) the rights, obligations and claims of the Contracting Parties arising thereunder prior to their termination, and (ii) provisions of the Terms and Conditions of Sale, contracts, Applicable Law and agreements of the Contracting Parties, which, according to their nature, should continue even after the termination of the contracts.
      16. The Contracting Parties agree that by terminating the Service Agreement during the period for which the Customer has paid thePrice, the Customer is not entitled to the return of the Price or an aliquot amount until the end of the period for which the Customer paid the Price. At the same time, the Contracting Parties agree that within 30 (thirty) days from the termination of the Service Agreement, the Customer shall pay the Provider the due payments for all Other Services ordered or used by the Customer prior to the termination of the Service Agreement. 
      17. The Customer acknowledges that the Provider reserves the right to temporarily suspend the Service at any time and/or effective immediately restrict the Customer’s (and its Authorized Persons and Users) access to the Account (including Sub-Accounts) and to the Service, at the Provider’s own discretion and without prior notice to the Customer (whereby this shall not be considered a violation of the Terms and Conditions of Sale and Agreements), in particular if: (i) any of the circumstances pursuant to clause 15.13 occurred from the moment of sending the request for remedy until the removal of such breach or delay of the Customer, or if (ii) due to problems with the Customer’s payment card, the Price or other payment pursuant to these Terms and Conditions of Sale cannot be withdrawn, even within 30 (thirty) days after its due date, or if (iii) the Customer or the Authorized Person (and/or User) of the Customer misuses the Account, Sub-Account or Service, or if the Customer’s permission to access the Account(s) is misused by a third party, in particular (but not limited to): 
          1. engaging in any illegal or other illegal activity in violation of Applicable Law;
          2. disseminating or facilitating the dissemination of illegal or inappropriate communications;
          3. infringing or enabling the infringement of Intellectual Property; 
          4. breach of the security of networks and systems;
          5. unauthorized access to or attempted access to the Account(s) and/or data in the Provider’s systems;
          6. misuse of the Customer’s (User’s) login data to the Account (Sub-Accounts) by an unauthorized person;
          7. if the Customer or the Authorized Person, the User uses the Account (Sub-Account) or the Service in a manner that may result in the legal liability of the Provider or other third parties, the occurrence of damage or disruption of the provision of the Service;
          8. suspecting or detecting the spread of any malicious code, virus or other dangerous code by the Customer and its Authorized Persons and Users; 
          9. planned and repeated shutdowns, unplanned technical problems and outages. 

• Delivery

1. 1. 1. Any action to be performed in writing under these Terms and Conditions of Sale and the Account Agreement and Service Agreement must be delivered to the Contracting Party’s address specified in the Terms and Conditions of Sale or in the Account Agreement and Service Agreement, either:
         1. by registered mail, or 
         2. by e-mail.
      2. By concluding the Account Agreement and the Service Agreement and accepting these Terms and Conditions of Sale, the Customer acknowledges and agrees that the Provider may send notices or data regarding these Terms and Conditions of Sale, the Account Agreement, the Service Agreement, including any notices about the use and violation of the use of the Service and the Account, about updates or termination of the Account Agreement and the Service Agreement via e-mail. 
      3. The notification shall be deemed to have been received:
         1. on the date of proper sending of the e-mail to the other Contracting Party, provided that the sending Contracting Party has not been informed of the unsuccessful delivery within 24 (twenty-four) hours from the moment of sending the e-mail;
         2. on the date of its personal receipt by the other Contracting Party;
         3. on the date on which it is returned to the sender as undelivered to the addressee for any reason; or
         4. the 10th (tenth) day after proper dispatch in the event of unsuccessful delivery, storage of the consignment at the post office or refusal of delivery by the Contracting Party that is the addressee.
      4. If more than one day can be demonstrably considered as a day of delivery, the earlier day is the day of delivery according to the above rules.

• Applicable Law and Jurisdiction

1. 1. 1. Any disputes arising out of or in connection with the performance of rights and obligations under or in connection with these Terms and Conditions of Sale, the Account Agreement or the Service Agreement, including disputes over validity, breach, termination or invalidity, shall be resolved amicably. If the dispute cannot be resolved amicably within 30 (thirty) days from the date of its occurrence, either of the Contracting Parties shall be entitled to file a motion for settlement of the dispute with a general court with territorial and substantive jurisdiction in the Slovak Republic, which shall have exclusive jurisdiction to resolve all disputes (including claims) arising out of or in connection with these Terms and Conditions of Sale, the Account Agreement or the Service Agreement. The Contracting Parties have agreed that such disputes shall be subject to the jurisdiction of these courts.
      2. The Contracting Parties expressly agree that in the event of any disputes arising from non-contractual obligations resulting in connection with the unauthorized use of the Website, the Service or otherwise related to the Website or the Service, the competent general court in the Slovak Republic shall have exclusive jurisdiction to decide all such disputes (relating to claims). 
      3. The Contracting Parties mutually agree that in the case of contractual relations with an international element, their mutual relations established by these Terms and Conditions of Sale, the Account Agreement and the Service Agreement (including their interpretation and any claims arising therefrom) shall be governed by and construed in accordance with the laws of the Slovak Republic.

• Final Provisions

1. 1. If the Customer accesses the Website, Software and Service without a separately concluded contract with the Provider, such access and use of the Service is governed by these Terms and Conditions of Sale. These Terms and Conditions of Sale and the Account Agreement and Service Agreement contain the entire agreement between the Contracting Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and communications, whether written or oral. In the event of any discrepancy between these Terms and Conditions of Sale and the Agreement, these Terms and Conditions of Sale shall prevail, unless otherwise agreed by the Contracting Parties.
   2. The Provider reserves the right, at its sole discretion, to make updates, changes or improvements to the Website, Software and Service at any time. The Provider may also add, change or remove features and functions of the Software and the Service at its sole discretion or suspend the provision of the Service in whole or in part in the future. The Provider is obliged to inform the Customer in advance of all these changes.
   3. At the same time, the Provider reserves the right to change, supplement or modify these Terms and Conditions of Sale at its own discretion and to publish their current version on the Website. Any changes and additions shall become effective at the moment of publication of the new or amended version on the Website (or at a later effective date specified therein). The Provider shall notify the Customer of any changes and additions via the Website or by e-mail to the Customer’s e-mail address specified in the Account at least 15 (fifteen) days prior to the effective date of these changes. If the Customer does not agree with such changes or additions to the Terms and Conditions of Sale, the Customer may withdraw from the Service Agreement and the Account Agreement effective immediately by sending a written notice to the Provider as specified in clause 15.12.4 of these Terms and Conditions of Sale. If the Customer does not deliver the notice of withdrawal before the effective date, the Customer (by continuing to use the Service) accepts these Terms and Conditions of Sale as amended.
   4. Unless expressly stated otherwise in these Terms and Conditions of Sale or unless otherwise agreed in writing by the Contracting Parties, no obligation of the Contracting Parties arising from these Terms and Conditions of Sale and Contracts shall be considered a fixed obligation in accordance with Section 518 of the Civil Code. A breach of any provision of these Terms and Conditions of Sale may be waived only with the express written consent of the Contracting Party that has not breached it.
   5. The Customer may not, without the prior written consent of the Provider, assign, transfer, encumber, license or otherwise trade or dispose of contractual rights or obligations arising from these Terms and Conditions of Sale and Agreements. The Customer may not unilaterally set off his/its receivables against the Provider’s receivables arising from these Terms and Conditions of Sale or contracts without the prior written consent of the Provider.
   6. The Provider is entitled to provide the Service based on a trade license. Trade inspection is carried out within the scope of its competence by the relevant district office, the Trade Licensing Department. Supervision over the area of personal data protection is carried out by the Office for Personal Data Protection of the Slovak Republic.
   7. The Account Agreement, the Service Agreement and the Personal Data Processing Agreement, including these Terms and Conditions of Sale, are archived by the Provider in electronic form and are not available. At the Customer’s request, the Provider shall provide the Customer with a version of these Terms and Conditions of Sale valid and effective as of the date of conclusion of the contracts.
   8. Any provision of these Terms and Conditions of Sale and Agreements, which, however, becomes unlawful, invalid or unenforceable, shall be deemed severable to the extent of invalidity and unenforceability, and shall be deemed to have been deleted from these Terms and Conditions of Sale and Agreements, while the other provisions of these Terms and Conditions of Sale shall remain unaffected and therefore valid and effective. The Provider undertakes to replace invalid or unenforceable provisions with provisions that correspond as closely as possible to their meaning and purpose.
   9. These Terms and Conditions of Sale are binding on the Contracting Parties and their respective successors. 

These Terms and Conditions of Sale are intended only for entrepreneurs and by accepting them, you declare and confirm to the Provider that you are not acting as a consumer.

These Terms and Conditions of Sale take effect from 22 October 2024, 

In Žilina, on 22 October 2024.

Appendix 1: Definitions and Interpretation

In these Terms and Conditions of Sale and in all documents incorporated herein by reference, the following words have the following meanings, unless otherwise agreed by the Contracting Parties: 

“AI” stands for Artificial Intelligence, i.e. the field that deals with the creation of systems and programs capable of performing tasks that normally require human intelligence.

“API” stands for application programming interface and has the meaning assigned to it in clauses 3.1 and 4.2 of these Terms and Conditions of Sale. 

“Copyright Act” means Act No. 185/2015 Coll., on copyright, as amended.

“Bank Account” means a bank account opened by the Provider to receive Cashless Payments for the provision of the Service.

“Cashless Payment” has the meaning assigned to it in clause 9.5 of these Terms and Conditions of Sale. Cashless Payment is made (i) via the Payment Gateway, (ii) through Google Pay or Apple Pay, and (iii) by transfer to the Bank Account specified in the Invoice.

“Price” means the amount/fee for the use of the Service (excluding VAT and other taxes) paid in advance for the calendar period selected by the Customer in the Purchase Order or set by the Provider for a specific Service Plan.

“Price List” means a summary of the Prices and other fees for the provision of the Service, Other Services (if applicable), Additional Services (if applicable), other payments and costs offered by the Provider, which is displayed in the Account, or which is separately agreed upon by the Contracting Parties.

“Cloud” means technology that allows access to computer system resources and on-demand services via the Internet, including servers, repositories, databases, networks and applications, without the need to directly manage own infrastructure.

“Documentation” means the Provider’s documentation regarding access to and use of the Service, which the Provider supplies, publishes or makes available to the Customer and its Authorized Persons and Users, in particular the Moderation Manual, user instructions, user manuals and technical documentation, which may be updated by the Provider at any time. 

“Additional Service” means an additional package to the Service that (if the Service Plan allows) may be purchased by the Customer in the relevant calendar period after reaching the limit of the Service Plan used in the given calendar period. 

“Confidential Information” means all information that one Party discloses to the other Contracting Party during the term of the Account Agreement and the Service Agreement (in any form, whether written, oral or otherwise) and that has been designated as “confidential” at the time of its disclosure, or that can reasonably be considered confidential, or that is not publicly available from public sources and is specified in more detail in Section 14.1 of these Terms and Conditions of Sale.

“Intellectual Property” means any and all intellectual property rights of the Provider (or its controlled and controlling companies, licensors, licensees and collaborators) in the Website, Software, Service and their content, features and functions or other intellectual property rights in them anywhere in the world, whether registered or unregistered, registrable or unregistrable, including any request, application, proposal or right to exercise these rights, which include, in particular (but are not limited to), (i) copyright and other related rights, database rights, computer programs, software solutions, source and machine codes and other subject matter under the Copyright Act and Applicable Law, (ii) know-how, (iii) industrial rights, in particular designs and design rights, technical solutions, inventions, utility models, patent rights, discoveries, improvements and others, (iv) Confidential Information, trade secrets, trade names and (v) trademarks, logos, inventions and others under Applicable Law that may apply in any part of the world.

“Invoice” means a tax certificate for the payment of the Price and/or other payments under these Terms and Conditions of Sale, the Account Agreement and the Service Agreement issued in accordance with Applicable Law, in particular the Income Tax Act, the VAT Act and Act No. 431/2002 Coll., on accounting, as amended.

“Other Services” means other services that (if applied) the Provider may provide to the Customer at the Customer’s request, such as support, implementation, maintenance and removal of defects, which shall be invoiced according to the time spent and at the rate in accordance with the Provider’s Price List.

“Moderation Manual” means a manual that defines the Provider’s approach to content moderation in the provision of the Service and is published on the Website: https://elv.ai/moderation-rules/. 

“Civil Code” means Act No. 40/1964 Coll., the Civil Code, as amended.

“Commercial Code” means Act No. 513/1991 Coll., the Commercial Code, as amended. 

“Terms and Conditions of Sale” means these Terms and Conditions of Sale of the Provider, which are governed by (i) registering and using the Account, and (ii) using the Service, Additional Services and Other Services (if applicable) by the Customer (and its Authorized Persons and Users), which may be amended occasionally.

“Purchase Order” means a binding proposal to conclude a Service Agreement for the use of the Service in accordance with the data specified in the Purchase Order Form, which the Customer enters in the Account. 

“Purchase Order Form” means the electronic form that the Customer fills in and sends through the Account for ordering a paid Service and has the meaning assigned to it in clause 6.2 of these Terms and Conditions of Sale.

“Content” means data, text, comments, posts, media, personal data and all other data and information of the Customer and its Users that are (i) uploaded, published or stored in the Account and Sub-Accounts by the Customer or the Customer’s Users, (ii) transferred to the Account (Sub-Accounts) by the Customer or the Customer’s Users, (iii) delivered for upload or transfer to the Account (Sub-Accounts) by the Customer or the Customer’s Users with whom the Provider comes into contact or which the Provider processes for the Customer in the provision of the Service, including data, statistics and functions that have resulted from using the Service.

“Online Platform” means the Customer’s website, profile, platform and social network.

“Authorized Person” means a statutory body or a member of a statutory body, an authorized representative, a proxy or a person authorized and entitled by the Customer to represent the Customer in concluding and performing the Account Agreement, Service Agreement and other acts pursuant to these Terms and Conditions of Sale.

“Applicable Law” means the Commercial Code, the Copyright Act, the Civil Code, the Electronic Commerce Act, the Personal Data Protection Act, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), and all other regulations (Slovak, European and international) that apply to the Provider and to the provision and use of the Service. 

“Payment Gateway” means a payment gateway platform for online payments with a secure and reliable infrastructure of the Controller, which is used by the Provider to pay the Price and other payments under these Terms and Conditions of Sale, the Purchase Order and the Service Agreement.

“Plan” means a specific type/variant of the Service or a combination of individual types of Service, the current offer of which is available in the Account and on the Website. Individual Service Plans vary according to the scope of the Service provided, the territory/region or location of the servers, technical parameters, functions and limits, or the maximum number of Sub-Accounts. The Customer has the option to choose one Service Plan and change it during the term of the Service Agreement under the conditions specified in these Terms and Conditions of Sale.

“Sub-Account” means a separate User account established within the Customer Account for the use of the Service by the Customer User and has the meaning assigned to it in Article 7 of these Terms and Conditions of Sale.  

“User” means an associate, contributor, employee, contractor, consultant, agent, partner or other person designated by Customer to create and access a Sub-Account and use the Service.

“Controller” means the operator of the Payment Gateway that is listed in the list of controllers, which shall be notified to the Customer in an appropriate manner.

“Appendix” means any appendix (annex) to the main text of the Account Agreement and the Service Agreement, which forms an integral part of the Agreement.

“Registration Form” means the electronic form that the Customer fills in and submits through the Website to set up an Account and has the meaning assigned to it in clause 4.1 of these Terms and Conditions of Sale. 

“SaaS” means software as a service, i.e. a software application provided in the form of a service over the internet, in which the Provider manages the Software and its infrastructure in the Cloud and the Customer accesses it through the Website. 

“Service” means the service of the Provider associated with:

1. automatic sorting and evaluation of inappropriate and harmful content on the Customer’s Online Platform by a combination of artificial intelligence and/or human moderators; 
2. sentiment analysis, which measures reactions to opinions and ratings resulting from the content of comments on the Online Platforms, thus helping the User to create content; 
3. generating responses to posts and comments on the Online Platforms within the possibilities provided by the Provider; 
4. interaction with users of the Online Platform in order to promote and ensure safe and civil online discussions on the Online Platforms free from hateful or illegal content. 

“Trial Period” means a limited period of free use of the Service, which shall end either (whichever comes first) (i) 30 days from the moment of concluding the Account Agreement, or (ii) at the moment of reaching the set limit of the Service within the Trial Period specified in the Account.  

“Software” means a web application operated by the Provider to access and provide the Service available through the Website, which as part of the Technology is accessible exclusively to Customers and their Users for the use of the Service.

“Technology” means the technology (including Software, source code, hardware, processes, algorithms, user interfaces, applications, systems, know-how, techniques, designs and other tangible or intangible technical materials or information) available through the Website and all related Documentation and any results related thereto.

“Account” means the unique user profile of the Customer that entitles the Customer (and its Authorized Persons) to access and use the Service. The Customer logs in to the Account using (i) his/its business login e-mail address, and (ii) the chosen access password. In the Account, the Customer has access to his/its protected profile, in which he/it can manage the Service and place Purchase Orders for the Service.

“Force Majeure” means an event or series of related events that are beyond the reasonable control of the Contracting Party concerning, including, but not limited to, catastrophes, explosions, fires, floods, epidemics and pandemics, decisions or measures taken by public authorities, strikes, riots, terrorist attacks and wars or military operations, whether declared or not, outages of the Internet or any public telecommunications network, hacker attacks, viruses or attack by other malicious software; power outages, changes in legislation and the like. 

“Website” means the Provider’s website located at the Internet address: www.elv.ai and other subdomains. 

“E-Commerce Act” means Act No. 22/2004 Coll., on electronic commerce, as amended.

“Income Tax Act” means Act No. 595/2003 Coll., on income tax, as amended. 

“VAT Act” means Act No. 222/2004 Coll., on value added tax, as amended. 

“Personal Data Protection Act” means all applicable legal regulations relating to the processing of personal data and the protection of personal data, in particular the General Data Protection Regulation (Regulation (EU) 2016/679) – GDPR and Act No. 18/2018 Coll., on the protection of personal data, as amended, insofar as they are valid and effective for visitors to the Website, the Customer and its users.

“Account Agreement” means a contract concluded between the Contracting Parties (i) opening and maintaining an Account, and (ii) on the use of the Service during the Trial Period to the extent and under the conditions specified in these Terms and Conditions of Sale. 

“Service Agreement” means an agreement concluded between the Contracting Parties for the provision of the Service to the extent and under the conditions specified in these Terms and Conditions of Sale, including all their Appendices and amendments. 

The interpretation of these Terms and Conditions of Sale is governed by the following rules:

• references to clauses shall be deemed to be references to the relevant clauses of these Terms and Conditions of Sale;
• references to legislation are deemed to refer to laws, government regulations, ministerial decrees or other normative regulations of general application;
• references to days are references to calendar days, unless otherwise specified in these Terms and Conditions of Sale, the terms in particular or included in these Terms and Conditions of Sale shall mean “in particular, but not exclusively” (whether or not such wording is expressly stated), and shall not be construed as limiting options solely to the items contained in the said specification;  
• terms defined in these Terms and Conditions of Sale in the plural shall have the same meaning in the singular and vice versa;
• headings are used in these Terms and Conditions of Sale only for clarity and better orientation, and do not affect the interpretation of these Terms and Conditions of Sale.

“Personal Data Processing Agreement” means a contract concluded between the Customer as a personal data controller and the Provider as a personal data processor acting on behalf of the Customer in the processing of personal data in accordance with Applicable Law, and this agreement is part of these Terms and Conditions of Sale.