Terms of service

1. DEFINITIONS AND INTERPRETATION 1.1 In these Terms of Service (the "Terms"), the following terms shall have the meanings set out below: "Company", "we", "us", "our" means Oznaka, the provider and operator of the OznakaAI application and the platform at oznaka.ai. "Service" means the Oznaka website available at oznaka.ai, the Oznaka software platform, application programming interfaces, and all related services, features, content, and functionality made available by the Company from time to time, including any early-access, beta, or trial versions thereof. "Client", "you", "your" means the legal entity on whose behalf the Service is accessed, together with the individual accessing the Service, who represents and warrants that he or she is duly authorised to bind such entity. "Outputs" means any search results, creator profiles, rankings, scores, metrics, estimates, benchmarks, analyses, reports, exports, and other materials generated by or made available through the Service. "Scores" means any numerical or categorical estimates comprised in the Outputs, including without limitation fit, niche-match, audience-authenticity, promotion-transparency, and rate-benchmark metrics. "Client Data" means data, campaign briefs, rate information, and other materials submitted to the Service by or on behalf of the Client. "Documentation" means the descriptive materials concerning the nature and basis of the Scores made available by the Company on its website or otherwise provided to the Client. 1.2 Headings are for convenience only and shall not affect interpretation. The words "including" and "in particular" shall be construed without limitation. 2. ACCEPTANCE; ELIGIBILITY 2.1 By accessing or using the Service, registering an account, or joining the waitlist, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service. 2.2 The Service is intended exclusively for business use by legal entities and by individuals acting in the course of their trade, business, or profession. The Service is not offered to consumers, and the Client acknowledges that consumer-protection regimes shall not apply to the maximum extent permitted by applicable law. 2.3 You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have full power and authority to enter into these Terms on behalf of the Client entity; (c) neither you nor the Client entity is subject to sanctions administered by the United Nations, the European Union, the United Kingdom, or the United States (including OFAC), or located in a comprehensively sanctioned jurisdiction; and (d) all registration information provided is accurate and shall be kept current. 3. THE SERVICE; EARLY ACCESS 3.1 The Company provides a business-intelligence and discovery tool that analyses publicly available data concerning social-media creator accounts and generates Outputs to assist the Client's own commercial evaluation. The Company is not a marketing agency, talent agency, broker, or intermediary, and is not a party to, and assumes no responsibility for, any engagement, negotiation, or transaction between the Client and any creator. 3.2 The Company may, at its sole discretion and without liability: modify, suspend, limit, or discontinue the Service or any feature thereof; impose usage limits; and grant, deny, condition, or revoke access to any early-access or beta programme. Registration on the waitlist confers no right to access, pricing, or availability. 4. NATURE OF OUTPUTS; ACKNOWLEDGEMENTS 4.1 The Client acknowledges and agrees that all Scores and Outputs: (a) constitute probabilistic estimates generated by statistical and machine-learning models applied to publicly available data in accordance with the Documentation; (b) represent the Company's analytical opinion derived from the disclosed methodology and do not constitute statements of fact concerning, or findings, accusations, or determinations of conduct by, any individual; (c) are subject to inherent uncertainty, may contain errors or omissions, and may change without notice as underlying public data changes; and (d) are provided for informational and decision-support purposes only. 4.2 The Client shall exercise independent judgment with respect to any decision informed by the Outputs. The Client shall not represent to any third party that any Output constitutes a factual finding or determination by the Company, and shall not use any Output as the sole or decisive basis for any decision producing legal or similarly significant effects concerning an individual. 4.3 Outputs do not constitute legal, financial, investment, tax, or regulatory advice. The Client bears sole responsibility for its marketing and promotional activity, including compliance with all applicable advertising, disclosure, consumer-protection, financial-promotion, securities, and crypto-asset marketing regulations (including without limitation the FTC Endorsement Guides, Regulation (EU) 2023/1114 (MiCA), and analogous regimes) in each jurisdiction targeted by the Client. 5. LICENCE; RESTRICTIONS 5.1 Subject to the Client's continued compliance with these Terms, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access the Service and to use the Outputs solely for the Client's internal business purposes of evaluating and planning creator collaborations. 5.2 The Client shall not, and shall not permit or assist any third party to: (a) publish, post, disclose, distribute, or otherwise make available any Score or Output to any third party or to the public, in whole or in part, including in social-media posts, press materials, case studies, or screenshots; (b) use any Output to disparage, defame, harass, intimidate, or publicly characterise any individual; (c) use the Service to discriminate against any person in violation of applicable law; (d) scrape, crawl, harvest, or systematically extract data from the Service, or use robots, spiders, or similar automated means; (e) resell, sublicense, rent, or provide service-bureau access to the Service or Outputs, or use them to develop, train, calibrate, or improve any competing product, model, or dataset; (f) reverse engineer, decompile, or otherwise attempt to derive the Company's models, source code, or non-public methodology; (g) circumvent, disable, or interfere with security or access controls, or access the Service by means of credentials not issued to the Client; (h) use the Outputs in violation of the terms of any source platform, including the X Corp. developer and user agreements; or (i) use the Service in violation of applicable law. 5.3 The Client acknowledges that breach of Clause 5.2(a) or 5.2(b) may cause irreparable harm to the Company and to third parties for which damages would be an inadequate remedy, and agrees that the Company shall be entitled to seek injunctive and other equitable relief, in addition to all other remedies, without the requirement of posting a bond. 6. CLIENT DATA; FEEDBACK 6.1 The Client retains all right, title, and interest in and to Client Data. The Client grants the Company a worldwide, non-exclusive, royalty-free licence to host, process, reproduce, and use Client Data: (a) to provide, maintain, secure, and improve the Service; and (b) in aggregated and de-identified form that does not identify the Client or any negotiated rate attributable to the Client, for benchmarking, statistical, and product-development purposes, which aggregated data the Company may retain and use without restriction. 6.2 The Client represents and warrants that it has all rights and consents necessary to submit Client Data and that Client Data does not infringe third-party rights or violate applicable law. 6.3 Any suggestions, ideas, or feedback provided by the Client relating to the Service are provided voluntarily, and the Client hereby assigns to the Company all right, title, and interest therein, without compensation or obligation. 7. INTELLECTUAL PROPERTY 7.1 The Service, the Outputs (excluding Client Data), the underlying models, algorithms, methodologies, databases, software, designs, trade marks, and all intellectual-property rights therein are and shall remain the exclusive property of the Company and its licensors. No rights are granted except as expressly set out in Clause 5.1. All rights not expressly granted are reserved. 8. DISCLAIMER OF WARRANTIES 8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT ANY OUTPUT IS ACCURATE OR SUITABLE FOR ANY PARTICULAR CAMPAIGN, CREATOR, OR PURPOSE, AND GIVES NO WARRANTY AS TO THE OUTCOME OF ANY COLLABORATION OR CAMPAIGN. 9. LIMITATION OF LIABILITY 9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA; OR (C) ANY DAMAGES ARISING FROM THE CLIENT'S RELIANCE ON ANY OUTPUT OR FROM ANY ENGAGEMENT BETWEEN THE CLIENT AND ANY CREATOR, IN EACH CASE HOWEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE THOUSAND EUROS (EUR 1,000). 9.3 Nothing in these Terms excludes or limits liability which cannot be excluded or limited under applicable law, including liability for wilful misconduct, fraud, or death or personal injury caused by negligence. 9.4 No claim arising out of or relating to these Terms or the Service may be brought by the Client more than twelve (12) months after the cause of action accrued, to the extent such limitation is permitted by applicable law. 10. INDEMNIFICATION 10.1 The Client shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's marketing, promotional, or contractual activity, including any engagement with any creator; (b) any publication, disclosure, or use of any Output in breach of these Terms, including any claim by a creator or other individual arising therefrom; (c) Client Data; (d) the Client's violation of applicable law; or (e) the Client's breach of these Terms. The Company reserves the right, at the Client's expense, to assume the exclusive defence of any matter subject to indemnification, in which event the Client shall cooperate in asserting available defences. 11. SUSPENSION; TERMINATION 11.1 The Company may suspend or terminate the Client's access to the Service, in whole or in part, with immediate effect and without liability: (a) for actual or reasonably suspected breach of these Terms, including Clause 5.2; (b) where required by law or by a source-platform obligation; (c) to prevent harm to the Service, other clients, creators, or third parties; or (d) upon discontinuation of the Service. Either party may otherwise terminate for convenience upon notice. 11.2 Upon termination for any reason: (a) all licences granted to the Client shall immediately cease; (b) the Client shall cease all use of, and permanently delete, all Outputs in its possession or control, save to the extent retention is required by law; and (c) Clauses 4, 5, 6.3, 7, 9, 10, 11, 12.2, and 14 shall survive. 12. AMENDMENTS 12.1 The Company may amend these Terms from time to time. Material amendments shall be notified by email or in-Service notice not less than fourteen (14) days before taking effect. The Client's continued use of the Service after the effective date constitutes acceptance of the amended Terms; if the Client objects, its sole remedy is to cease use of the Service and terminate. 13. GOVERNING LAW; JURISDICTION 13. These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of the jurisdiction in which the Company is established, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Company's place of establishment shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Service, without prejudice to mandatory provisions of applicable law. 14. GENERAL PROVISIONS 14.1 Entire agreement. These Terms, together with the Privacy Policy and any executed order form or separate written agreement (which shall prevail in case of conflict), constitute the entire agreement between the parties concerning the Service and supersede all prior understandings. 14.2 Assignment. The Client may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. 14.3 Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force. The parties shall replace any invalid provision with a valid provision most closely reflecting its intent. 14.4 No waiver. Failure or delay in exercising any right shall not constitute a waiver thereof. 14.5 Force majeure. The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, governmental action, failures of third-party data sources, networks, or infrastructure, and denial-of-service or similar attacks. 14.6 No third-party beneficiaries. These Terms confer no rights on any third party. 14.7 Notices. Notices to the Company shall be sent to contact@oznaka.ai and shall be deemed received on confirmed delivery. Notices to the Client may be given by email to the address associated with the account or by in-Service notice. 14.8 Language. These Terms are drawn up in English. Where a translation is provided, the English version shall prevail to the extent permitted by law.