Product terms

Terms of Service of the Loyalz Platform for Brands

Published and effective 7 September 2026

This document governs the use of the Loyalz product by Brands. The use of the loyalz.io website and of the demo request form is covered by the Terms of use.

Wersja polska

FOR BRANDS

§ 1. General provisions

These Terms of Service (hereinafter: "Terms of Service") set out the rules and conditions on which brands may use the "Loyalz" platform, operating at the website https://loyalz.io (hereinafter: "Platform"), as well as the digital services provided by the Provider.
The Platform is a solution for creating advanced Loyalty Programmes and is addressed exclusively to Businesses.
The Terms of Service constitute the terms of service referred to in Article 8 of the Act of 18 July 2002 on the Provision of Services by Electronic Means (hereinafter: "Act on the Provision of Services by Electronic Means").
The owner of the Platform is ZEST spółka z ograniczoną odpowiedzialnością with its registered office in Aleksandrów Łódzki (registered address: ul. Szatonia 28A, 95-070 Aleksandrów Łódzki), entered in the register of entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy) maintained by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS number: 0000945420, NIP: 7322206426, REGON: 52092903500000, with a share capital of PLN 5 000,00 (hereinafter: "Provider").
The Provider may be contacted:

by e-mail – at: contact@loyalz.io;
by ordinary post – at: ul. Szatonia 28A, 95-070 Aleksandrów Łódzki.

The Platform, as well as any digital services dedicated to Brands that are Businesses, are provided on an "as is" basis, and the Brand shall not be entitled to modify, alter or correct any elements of the website or of the source code displayed by the web browser installed on a device belonging to the Brand.
Before using the Platform, the Brand shall be obliged to familiarise itself with the Terms of Service and the Privacy Policy.

§ 2. Definitions

Capitalised terms used in the Terms of Service shall have the following meanings:

Civil Code – the Act of 23 April 1964 – the Civil Code (Kodeks cywilny);
Brand Account – a panel created within the Platform's ICT system, enabling the Brand to make use of the Platform's functionalities;
Brand – a Business which has concluded an Agreement with the Provider or has taken steps with a view to concluding one;
Coin – a Reward in the form of a virtual loyalty point offered by the Brand, entitling the holder to purchase the Brand's products at a reduced price;
Reward – a benefit offered to a Participant by the Brand under the Loyalty Programme;
Plan – the totality of the Brand's rights and obligations connected with the use of the Service;
Privacy Policy – the document containing information on the processing of the Brand's personal data by the Provider;
Experience Level – the status of a Participant within the Loyalty Programme, resulting from the Tasks performed by that Participant;
Loyalty Programme – the Brand's loyalty programme addressed to Participants, created and operated by the Brand using the functionalities of the Platform;
Business – means a natural person, a legal person or an organisational unit without legal personality to which specific provisions grant legal capacity, carrying on business or professional activity in its own name;
Leaderboard – a ranking of Participants created by the Brand on the basis of the results achieved by Participants in the performance of Tasks;
Subscription – the Brand's right of paid access to the Platform for the purpose of using its Services;
Participant – a natural person, a legal person or an organisational unit without legal personality to which statute grants legal capacity, who uses the Platform and takes part in Loyalty Programmes;
Data Processing Agreement – the agreement on the entrustment of personal data processing, under which the Brand entrusts the Provider (acting as Processor) with the processing of personal data concerning Participants;
Agreement, Services Agreement – the legal relationship between the Provider and the Brand under which the Provider provides the Services to the Brand;
Services – all services provided by the Provider to the Brand on the terms set out in the Terms of Service. The scope of the Services comprises the Platform made available, as well as all functionalities associated with the Platform, and access to certain Services may be conditional upon the purchase of a specific Plan (including payment of the applicable fee);
Task – an activity for the performance of which a Participant may receive a Reward.
Ambassador – a Participant who makes Advertising Space available to the Brand.
MGM Fee – the variable monetary remuneration due to the Ambassador for the lease of Advertising Space, payable by the Brand through the Provider.
Qualified Sale – a transaction that has been paid for and not returned within the Verification Period (14 days following the Settlement Month). A transaction shall likewise not constitute a Qualified Sale where, after the expiry of the Verification Period, it transpires that the payment has been reversed, disputed (chargeback), found to be unauthorised, or made in breach of the Terms of Service.
Settlement Month – the calendar month in which a transaction was made using the Ambassador's code or link.
Verification Period – a period of 14 calendar days counted from the last day of the Settlement Month, serving to confirm by the Brand that no goods have been returned.
Advertising Space – a distinct digital space remaining at the Ambassador's actual disposal, in particular the profiles or accounts operated by the Ambassador on social media services, websites, communication channels and other places in which the Ambassador posts or makes available Advertising Materials, a Referral Link or a Discount Code, made available to the Brand for use against payment for the purpose of displaying Advertising Materials.
Advertising Materials – the Brand's promotional content (in particular a Referral Link, a Discount Code, graphics, descriptions of products or services) which the Ambassador posts on the Advertising Space.
Agency – an entity acting for and on behalf of the Brand, to which the Brand has granted access to the Brand Account or to its External Accounts;
AI Act – Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence;
Likeness Library – a collection of materials depicting the likenesses of natural persons, uploaded to the Platform by the Brand and used as reference material in the creation of Generated Materials;
Storage Block – a unit of additional Storage Allowance made available for a fee and settled from the Credit Balance in monthly periods, on the terms set out in § 9b(3);
Advertising Data – data retrieved by the Provider from the Brand's External Accounts and data produced on that basis within the Platform, in particular data on spend, impressions, clicks, conversions and their value, the structure of campaigns, ad sets and ads together with their statuses and budgets, keywords, landing page addresses, the content and previews of advertising creatives, and order data originating from the Brand's store;
Model Provider – a third party making an AI Model available or intermediating in access to it, including the operator of the programming interface through which the Provider submits a Prompt to an AI Model; the list of Model Providers is set out in Schedule 4 to the Terms of Service;
Model Catalogue – the list, maintained by the Provider, of AI Models available in the Creative Studio together with their parameters and price expressed in Credits, constituting Schedule 2 to the Terms of Service;
External Account – an account or other resource operated by or for the Brand within a third party's service, to which the Brand has granted the Provider access for the purpose of using the Services, in particular a Meta, Google Ads, TikTok Ads or LinkedIn Ads advertising account, a Google Analytics 4 property, the Brand's online store, a CRM system and a data sheet; the current list of the types of External Accounts supported is set out in the Integration List;
Credit – the unit of account used to settle tasks performed in the Creative Studio; a Credit is not a means of payment, is not exchangeable for money and may not be transferred to another entity;
Share Link – a web address generated by the Brand which enables access to a specified view of the Brand's data without logging in to the Brand Account;
Brand Material – materials and data uploaded to the Platform by the Brand, or retrieved from its External Accounts on its instruction, and used in the creation of Generated Materials, in particular logotypes, product photographs, reference materials, the Likeness Library, product descriptions, brand data and the content of Prompts formulated by the Brand;
Generated Material – an image, video recording, advertising text or other material produced using an AI Model in the Creative Studio on the Brand's instruction;
Approved Material – a Generated Material to which an Authorised User has assigned approved status in the Brand Account, and a Generated Material published in an External Account;
AI Model – an artificial intelligence model made available by a Model Provider and used to produce Generated Materials or to analyse materials;
Analytics Module – the functionality of the Platform serving to retrieve, process and present Advertising Data and the Brand's sales data;
Write Operation – a change made by the Provider within the Brand's External Account which takes effect in that account, listed in the exhaustive catalogue set out in § 7c(2);
AI Disclosure Label – information placed in or alongside a Generated Material indicating that the material has been produced or modified using artificial intelligence;
External Platform – the entity operating the service in which the Brand holds an External Account, in particular Meta, Google, TikTok and LinkedIn, as well as any other entity specified in the Integration List;
Prompt – a textual instruction submitted to an AI Model, together with any attached reference materials, on the basis of which a Generated Material is produced;
Storage Allowance – the capacity limit assigned to the Brand Account for the storage of files uploaded by the Brand and of Generated Materials, in the size specified in the price list for the relevant Plan;
External Platform Terms – the terms, policies, standards and guidelines of External Platforms binding on the Brand as the holder of an External Account and on the Provider as a technology provider or programming interface (API) client, as in force on the day the Services are used; the list, together with web addresses, is set out in Schedule 5, Part A to the Terms of Service;
Auto-Pause Rule – a set of conditions established on the Brand's instruction, upon the fulfilment of which the Platform automatically pauses the delivery of an individual ad within the Brand's External Account, without separate confirmation by a human being;
Credit Balance – the number of Credits remaining available to the Brand, as presented in the Brand Account;
Creative Studio – the functionality of the Platform enabling the production of Generated Materials using AI Models and their preparation for publication in External Accounts;
Authorised User – a natural person to whom the Brand has granted access to the Brand Account, including an employee or contractor of the Brand and an employee or contractor of an Agency.
Integration List – the list, published by the Provider on the Platform's website, of External Platforms and of the types of External Accounts supported, together with an indication of whether the integration with a given External Platform is read-only or includes Write Operations, and of the scope of those Write Operations;

Capitalised terms used in the Terms of Service which have not been defined above shall have the meanings ascribed to them in the body of the Terms of Service.

§ 3. Technical requirements

In order for Brands to be able to make proper use of the Platform and of the Services provided through it, the following conditions must be satisfied cumulatively:

an internet connection;
a device or devices enabling the use of internet resources;
a web browser enabling the display of hypertext documents on the device's screen, connected to the Internet via the WWW service, supporting the JavaScript programming language and accepting cookies;
an active e-mail account.

The use on the Platform of viruses, bots, worms or other computer code, files or programs (in particular scripts and applications for the automation of processes, or other code, files or tools) is prohibited.
The Provider advises that, notwithstanding the security measures applied, the use of the Internet and of electronic services entails a risk of the Brand's computer system and device being infected with malicious software, or of third parties obtaining access to the data stored on that device.
In order to minimise that risk, the Provider recommends the use of anti-virus software or of measures protecting one's identity on the Internet.

§ 4. General rules for the use of the Platform

Where the Brand is a natural person, it shall be entitled to use the Platform provided that it is of full age.
The Brand undertakes to use the Platform in a manner consistent with generally applicable provisions of law, these Terms of Service and good practice.
The Brand may personalise its profile on the Platform by posting the Brand's name, logo or trade mark (the "Marks").
The Brand hereby grants the Provider a royalty-free, non-exclusive licence to use its Marks for those purposes.
The licence referred to in the preceding sentence is granted for the term of the Agreement.
The Brand declares that its use of the Platform is of a professional character for it and is directly connected with the nature of the business activity which it conducts.
The supply of content of an unlawful character is prohibited. It is likewise prohibited to use any graphics, photographs, meta tags, terms, keywords or similar markers containing the Provider's name or the trade marks of third parties or the copyright of third parties, as well as to use the Platform to promote hate speech, obscenity or any content infringing standards of decency or the rights of any person (natural or legal) or group of persons.
The Brand undertakes not to:

create, display, purchase or sell unlawful content, such as content which may be connected with sexual exploitation (e.g. the exploitation of children);
create, display, purchase or sell content of a sexual, pornographic, gambling or promotional character, lottery tickets, or content connected with the manufacture, sale or promotion of alcohol, medicinal products, narcotic drugs, dietary supplements or tobacco products;
create or display items promoting suicide or self-harm, inciting hatred or violence towards others, or harassing another person;
use the Service for any unlawful or prohibited purpose, including to create or display content that is contrary to law, or to encourage any activity infringing the Terms of Service.

The Brand may not engage in any transactions with any person, entity or country subject to prohibitions arising under the applicable export control and sanctions provisions and regulations of the European Union or of other competent governmental authorities.
A Brand using the Platform is obliged to provide only such data (including personal data) as is consistent with the facts.
The Provider shall not be liable for the consequences of the Brand providing untrue or incomplete data.
All statements, notices and information referred to in these Terms of Service may be delivered by electronic means (e-mail), unless a separate provision of these Terms of Service provides otherwise.
The Brand acknowledges that the Provider is not a party to the agreements concluded between the Brand and Participants.
The Provider shall bear no liability towards the Brand for the performance, non-performance or improper performance of the aforementioned agreements by Participants.
Proper use of the Services by the Brand consists in duly processing, supplementing and adapting the given element of the Service to the Brand's individual needs, to the nature, circumstances and conditions of the particular factual or legal act which it intends to perform or is performing, and to the objectives and results which it expects to achieve as a consequence of the action taken or contemplated.
The Provider shall be entitled to require any person acting on behalf of the Brand to produce evidence confirming that person's authority to represent the Brand, in particular a power of attorney or an extract from the relevant register.
Where an act is performed on behalf of the Brand notwithstanding the absence of authority to represent the Brand, the person performing that act shall be liable in accordance with the provisions of the Civil Code.
The Brand may at any time delete from the Platform any data entered through the forms made available by the Provider.

§ 4a. Compliance with the External Platform Terms

In its relations with the External Platforms, the Provider acts as a technology provider and as a client of the application programming interface, providing the Services to the Brand. The Brand remains the owner of the External Accounts and the entity issuing instructions as to their use.
The Provider processes data originating from the External Accounts solely for the purpose of providing the Services to the Brand, on the Brand's instructions and for the Brand's own advertising and analytical purposes. The Provider does not process such data for its own purposes or for the benefit of any other Brand.
The Brand represents that it has read and accepted the External Platform Terms, that it remains bound by them, and undertakes not to use the Platform in any manner inconsistent with them.
Where an External Platform so requires, the Provider may request the Brand to make additional representations or to grant additional acceptances and, failing these, suspend the operation of the integration with that External Platform.
It shall be prohibited to use data obtained through the Platform for: sale, licensing or disclosure to third parties; targeting advertising outside the External Platform from which the data originates; assessing creditworthiness or eligibility for benefits; surveillance of natural persons; re-identifying individuals whose data has been stripped of identifiers; or building profiles without a legal basis.
The Provider shall ensure the logical separation of each Brand's data. The Provider shall not combine the data of different Brands for the purpose of producing comparative analyses without the separate, revocable consent of the Brand, and shall not make data originating from Google Ads available to other Brands, including in aggregated form.
Each Brand uses its own External Account. The Provider does not conduct advertising activity for multiple Brands within a single advertising account.
The Brand acknowledges that the External Platforms are entitled to audit and monitor the manner in which their interfaces are used, and that the Provider may be required to disclose to them the Brand's identity and the configuration of its External Accounts. The Brand undertakes to cooperate in any such proceedings within 7 days of receipt of the request.
The Provider may suspend the Brand's access to functionality connected with a given External Platform where an enforcement action of that External Platform so requires, or where continued provision of the Service would infringe the External Platform Terms. Suspension on these grounds shall not constitute improper performance of the Agreement.
Any restriction or suspension of, or loss by the Provider of, access to the interface of an External Platform, as well as any change in the scope of the data made available by an External Platform, shall not constitute improper performance of the Agreement by the Provider.

§ 5. Platform Presentation

Prior to conclusion of the Agreement, the Provider shall give the Brand a presentation of the Platform during an online meeting. The presentation is free of charge and does not constitute making the Platform available for use. The data presented in the course of the presentation may be sample data not originating from the Brand's actual business.
In order to arrange a presentation of the Platform, the Brand shall take the following steps:

go to the Platform website and then click the "Book a Demo" tab;
complete the form and provide the following details: first name and surname, company name, business e-mail address, company website ;
tick the checkbox confirming that it has read and accepts the Terms of Service and the Privacy Policy;
click the "Book a demo" button.

Following submission of the form in accordance with paragraph 2 above, the Provider shall contact the Brand in order to arrange a date for the presentation of the Platform.

§ 6. Conclusion of the Agreement

In order to create a Brand Account and obtain access to the Services, the Brand shall:

go to the Platform website and then click the "Get Started" tab;
complete the form and provide the following details: Brand name, Brand description, the website of the Brand's shop, the currency used in the Brand's shop, the e-mail address of the person managing the Brand Account, password (created by the Brand) 66;
tick the checkbox confirming that it has read and accepts the Terms of Service and the Privacy Policy;
pay the fee for the Plan selected by the Brand;
confirm submission of the form.

The Brand shall obtain access to the Brand Account immediately upon confirmation of submission of the form.
Obtaining access to the Brand Account shall be tantamount to the Brand concluding the Agreement for the term of the selected Plan.
By means of the Brand Account, the Brand may use the functionalities of the Platform (including creating and operating a Loyalty Programme).
Where the Services are used in a manner infringing generally applicable provisions of law, these Terms of Service or good practice, or where the Brand supplies unlawful content, the Provider may terminate the Agreement upon 7 (seven) days' notice, by serving a notice of termination on the Brand by e-mail.
Upon expiry of the notice period referred to in the preceding sentence, the Brand Account shall be permanently deleted.
In the event of the termination, notice of termination or expiry of the Agreement with the Brand:

the Brand shall be obliged to enable Participants to use that Brand's Coins for a period of not less than 30 days from the date on which the Agreement ceases to be in force;
upon expiry of that period, that Brand's Coins shall cease to be valid;
the Brand shall settle with the Provider the total value of that Brand's Coins exchanged by Participants for the Coins of other Brands up to the date on which they cease to be valid.

During the notice period, the Provider may block the Brand's access to the Brand Account where this is necessary in order to prevent further infringements.
At the Brand's request submitted within 14 days of the Agreement ceasing to be in force, the Provider shall make available to the Brand the data entered by it and the data relating to its Loyalty Programme in a commonly used, machine-readable format, to the extent technically possible. This provision is without prejudice to the Data Processing Agreement
Access to the Creative Studio and to the advertising campaign management functions requires separate activation by the Provider for the Brand Account and may be made conditional upon the Plan selected. The Provider may withdraw such activation in the cases set out in § 7e(12).
At the Brand's request, the Provider shall disconnect the Brand's External Accounts from the Platform and cease to make use of the permissions granted to it, no later than within 3 (three) Business Days of receiving the request. The Brand may disconnect any External Account itself in the settings of the Brand Account, with immediate effect.
The entitlement referred to in the preceding sentence shall also cover Advertising Data and Generated Materials, to the extent technically possible.

§ 7. Terms of Service of the Loyalty Programme

The Brand shall bear sole and full liability for any breach of law committed by the Brand in the course of operating the Loyalty Programme, in particular for any infringement of the intellectual property rights or copyright of third parties.
The detailed rules and conditions of participation in the Loyalty Programme shall be determined by the Brand.
The Provider shall not be liable for the compliance with law of the rules and conditions of participation in the Loyalty Programme established by the Brand.
The rules and conditions of participation in the Loyalty Programme may specify, in particular: Rewards, Tasks, Leaderboards and Experience Levels.
Rewards may include, in particular:

discounts on the purchase of the Brand's products and services;
vouchers for the purchase of the Brand's products and services;
access to the purchase of specified products or services of the Brand;
Coins (granted in connection with the purchase of the Brand's products or services on a cashback basis);
experience points which affect the Participant's Experience Level (where the Brand has defined Experience Levels) and the Participant's position in the Leaderboards (where the Brand has defined Leaderboards).

Rewards may be granted, in particular, for:

the purchase of a specified product or service of the Brand within a specified period;
the purchase of a product or service of the Brand of a specified value within a specified period;
posting a comment on a post on a social network indicated by the Brand within a specified period;
attaining a specified position in the Leaderboard;
attaining a specified Experience Level.

The Brand shall be entitled to determine the parameters of individual Rewards, including:

the validity period of the Rewards;
whether the Rewards may be redeemed on a single occasion or on multiple occasions;
whether the Reward may be sold or exchanged for the Brand's Coins.

In the course of a single purchase of a product or service of the Brand, the Participant may redeem only one Reward or receive Coins by way of cashback.
Where a purchase is made using a Reward, the Participant shall not receive Coins as cashback for that purchase.
The Participant shall be entitled to receive a Reward only where payment for the product or service of the Brand is made:

using the Blik system;
by payment card;
by online bank transfer.

Where the Participant makes payment for a product or service of the Brand by a method other than those specified in paragraph 10 above, the Participant shall not receive the Reward.
A Reward for the completion of a Task connected with the purchase of a product or service of the Brand shall be granted to the Participant upon the expiry of the 14-day period for withdrawal from the contract concluded with the Brand (return of the goods), provided that no withdrawal from that contract has taken place. A Reward for the completion of a Task not connected with the purchase of a product or service of the Brand shall be granted within the time limit specified by the Brand, which shall not exceed 24 hours from completion of the Task.
Where a Reward may be offered for sale, the Participant may not offer it for sale before the expiry of the 14-day period for the Participant's withdrawal from the contract for the purchase of a product or service concluded with the Brand.
Where the Participant withdraws from a contract concluded with the Brand, the Participant shall forfeit the Reward granted to the Participant in connection with the conclusion of that contract.
The Participant undertakes to take part in the Loyalty Programme in accordance with the rules and conditions established by the Brand.
Where it is established that the Participant has breached the Terms of Service or the rules of participation in the Loyalty Programme, the Brand shall be entitled to suspend the Participant from the Loyalty Programme and to refuse to allow the Participant to redeem a Reward.
Suspension from participation in the Loyalty Programme shall be for the period necessary to clarify the doubts that have arisen, which period may not, however, exceed 30 days.
Once the doubts that have arisen have been clarified, the Brand may – depending on the findings made in the course of the investigation:

reinstate the Participant's participation in the Loyalty Programme and, where the suspicion of abuse on the part of the Participant proves to be unfounded, grant the Participant appropriate compensation;
reinstate the Participant's participation in the Loyalty Programme, together with a notice that further abuse may result in the Participant's immediate exclusion from the Loyalty Programme. Notwithstanding the foregoing, if the investigation establishes that the Participant obtained Rewards to which the Participant was not entitled as a result of abuse, the Participant shall forfeit the right to such Rewards;
exclude the Participant from the Loyalty Programme with immediate effect.

The Participant may withdraw from participation in the Loyalty Programme at any time, without being required to state any reason.
The procedure for withdrawing from participation in the Loyalty Programme and the effects thereof shall be determined by the Brand.
The Brand represents that the Loyalty Programme operated by it and the rules for granting Rewards do not constitute a game of chance, a promotional lottery or any other gambling game within the meaning of the Act of 19 November 2009 on Gambling (ustawa o grach hazardowych), and undertakes not to introduce any mechanisms in which the grant or the value of a Reward depends on chance, without the Provider's prior consent and without obtaining the permits required by law.
Where claims are brought against the Provider by Participants, public authorities or third parties arising out of the Loyalty Programme or the Referral Programme (MGM) operated by the Brand, or out of content supplied by the Brand – in particular out of their non-compliance with the law – the Brand undertakes to hold the Provider harmless and to cover the reasonable costs incurred by the Provider in connection with such claims, including legal fees.

§ 7a Referral Programme (MGM) – Terms of Cooperation

The Brand may launch a Referral Programme under which Ambassadors promote its products in exchange for the MGM Fee.
The subject matter of the lease is the Ambassador's Advertising Space made available to the Brand for use for the purpose of displaying Advertising Materials. The Parties agree that the rent (the MGM Fee) is turnover-based rent and is expressed as a percentage of the value of the Qualified Sales generated through the Advertising Space.
The Brand undertakes to provide the Provider (by way of API integration or reports) with reliable information on the status of transactions for the purpose of determining the number of Qualified Sales.
The Brand acknowledges that the final settlement of the MGM Fee for a given Settlement Month shall take place upon the expiry of the Verification Period.
The Brand shall be entitled to lay down promotion rules (the so-called Policy), including to prohibit Ambassadors from using the Brand's proper names in paid campaigns (e.g. Google Ads). In the event of a breach of those rules by an Ambassador, the Brand shall be entitled (acting through the Provider) to cancel the MGM Fee accrued.
The Provider acts as the technical and financial operator which, on the basis of the data provided by the Brand, administers payouts to Ambassadors.
The MGM Fee does not constitute a Reward within the meaning of the Terms of Service. The MGM Fee and the terms of cooperation under the Referral Programme (MGM) shall be governed exclusively by the provisions of this § 7a, and the provisions of the Terms of Service concerning Rewards shall not apply thereto.
The MGM Fee rate set by the Brand may not be lower than the minimum rate specified by the Provider for the Platform. A change of the rate by the Brand shall have no effect in relation to Qualified Sales generated before the date on which that change takes effect.
If, following payment of the MGM Fee, the Provider or the Brand establishes that it was accrued or paid when it was not due – in particular as a result of a breach of the prohibitions set out in the section “Restrictions and Prohibitions (Policy)”, of fraud or of error – the Ambassador shall be obliged to return the amount unduly received within 14 days of the demand. The Provider shall be entitled to set off that amount against the Ambassador's current or future MGM Fee balance.

§ 7b. Analytics Module, External Accounts and Share Links

Within the Analytics Module, the Provider retrieves Advertising Data and sales data from the Brand's External Accounts and presents them in the Brand Account. The scope of the data retrieved from individual External Accounts and the scope of the permissions granted in the authorisation process are set out in Schedule 3 to the Terms of Service.
An External Account shall be connected solely as a result of an authorisation performed by the Brand within the service of the relevant External Platform. The Brand may disconnect any External Account itself in the Brand Account settings, with immediate effect.
The connection of an External Account results in the automatic retrieval of historical data covering a period of up to approximately 180 days back. At the Brand's request, the Provider may retrieve data covering a longer period, within the limits made available by the relevant External Platform.
The Provider retrieves and stores the content and previews of the advertising creatives served in the Brand's External Accounts and transfers them to the Model Provider for the purpose of their automated analysis and description. The Brand represents that it is entitled to use those materials in this manner, including that it holds the consents required for the dissemination of the likeness of the persons depicted therein.
The data in the Analytics Module is refreshed on a cyclical basis. The delay in the presentation of data originating from External Accounts may exceed 24 hours, and the data presented on the Platform may differ from the data presented in the panel of the External Platform, in particular as a result of the later attribution of conversions by the External Platform. The data presented in the panel of the External Platform shall prevail.
The Brand may create a Share Link to a designated data view. The creation of a Share Link constitutes a documented instruction of the Brand and its decision to disclose the data covered by that link.
A Share Link permits access in read-only mode and does not permit the performance of Write Operations. Access by means of a Share Link does not require logging in — any person who knows the address of the Share Link may view the data covered by it.
A Share Link shall remain active until revoked by the Brand and does not expire of its own accord. The Brand undertakes to revoke Share Links no later than upon termination of the Agreement, and also without undue delay upon the end of its cooperation with the person to whom the Share Link was provided.
It shall be prohibited to share in this manner any views containing data enabling the identification of natural persons.
The Provider shall not be liable for the consequences of the data being accessed by persons to whom the Brand or an Authorised User has provided the Share Link, nor for any further dissemination of that address.

§ 7c. Actions of the Provider in the Brand's External Accounts

The Brand authorises the Provider to perform in its External Accounts solely the Write Operations listed in paragraph 2, within the limits of the permissions granted in the authorisation process. The authorisation is revocable at any time by disconnecting the External Account.
The following, and only the following, shall constitute Write Operations: 1) changing the status of an existing ad in a Meta ad account to "paused" or "active"; 2) uploading an image or video file, creating an ad creative and creating an ad in a Meta ad account — in each case solely in the paused state; 3) in a Google Ads account — excluding a product from a campaign by modifying the listing group structure or the asset group filters, as well as pausing a keyword together with adding it as a negative keyword in exact match at the campaign level.
The Provider shall make no other changes in External Accounts. In particular, the Provider does not create or modify campaigns or ad sets, does not set, increase, reduce or reallocate budgets or bids, does not change targeting, schedules or campaign objectives, does not delete or archive ads, ad sets or campaigns, and does not activate the delivery of any ad.
Ads created by the Provider shall always be created in the paused state. The Brand alone decides on their activation, effecting it itself in the panel of the External Platform.
The TikTok Ads and LinkedIn Ads integrations are read-only in nature. The Provider performs no Write Operations in them.
The permission granted to the Provider in the Google Ads authorisation process is read-and-write in nature and technically enables changes broader than those specified in paragraph 2. The Parties confirm that the contractual limits of the Provider's actions are determined solely by paragraph 2.
The preparation of an ad for publication requires the approval by an Authorised User of each creative and of at least one variant of the ad copy. Publication shall be initiated exclusively by an Authorised User.
The artificial intelligence-based assistant feature has read-only access and performs no Write Operations.
Each Write Operation shall be logged together with the object identifier, the reason, the result and a timestamp. At the Brand's request, the Provider shall make available the log of Write Operations concerning its External Accounts.
Each Write Operation is reversible by the Brand in the panel of the External Platform.
Decisions of External Platforms concerning the approval, rejection, restriction or removal of an ad remain beyond the Provider's influence; the consequences of such decisions are governed by § 13.
The Provider may extend the Services to further External Platforms and to Write Operations in the External Accounts of further External Platforms, provided that such operations correspond in kind to the operations listed in paragraph 2 and remain within the limits of paragraphs 3 and 4. The current scope of the integration with each External Platform is set out in the Integration List. Any change to the Integration List shall be announced on the Platform's website and sent to the Brand by e-mail at least 14 days before it takes effect, and does not constitute an amendment to the Terms of Service.
The provisions concerning a given External Platform shall apply to the Brand only from the moment it connects the relevant External Account and grants the permissions in the authorisation process within that External Platform's service. Until such connection is made, the extension referred to in paragraph 12 does not change the scope of the Services provided to the Brand.
Extending the Services to a Write Operation different in kind from those specified in paragraph 2, in particular one involving the setting or modification of budgets, bids, targeting or schedules, the activation of ad delivery, or the deletion of objects in an External Account, requires an amendment to the Terms of Service under § 15.

§ 7d. Rules for the Automatic Pausing of Ads

The establishment of an Auto-Pause Rule requires the prior express authorisation of the Brand given in documentary form. The authorisation is revocable at any time with immediate effect; revocation results in the deactivation of all of the Brand's Auto-Pause Rules.
An Auto-Pause Rule operates solely at the level of an individual ad. An Auto-Pause Rule does not cover campaigns or ad sets and does not change budgets.
An ad shall be paused only where, within the selected evaluation window, the spend on that ad has reached at least the threshold set by the Brand and at least one of the performance conditions set by the Brand has been breached, that is, return on ad spend below the threshold value or cost of acquiring a contact above the threshold value.
The Brand acknowledges that an ad to which no transaction has been attributed within the evaluation window is treated as failing to satisfy the return-on-ad-spend condition, and an ad to which no contact has been attributed — as failing to satisfy the cost-of-acquiring-a-contact condition. Consequently, an Auto-Pause Rule may pause an ad whose conversions have not yet been attributed by the External Platform.
The evaluation window shall be selected by the Brand from among the periods made available on the Platform, from the current day up to the last 90 days. The evaluation frequency shall be selected by the Brand from among: hourly, twice daily, once daily or once weekly.
The Brand acknowledges that individual pausing actions carried out on the basis of an Auto-Pause Rule do not require separate human confirmation. Saving an Auto-Pause Rule does not pause any ad — it results solely in the display of the number of ads that would, at that moment, satisfy its conditions.
Each pausing of an ad carried out and each unsuccessful attempt to pause an ad shall be logged together with the identifier and name of the ad, the amount of the spend, the values of the metrics, the justification, the result and a timestamp. The Brand shall have the right to inspect that log.
The pausing of the delivery of an ad in accordance with an Auto-Pause Rule shall not constitute improper performance of the Services. The Brand may at any time resume the delivery of a paused ad in the panel of the External Platform.
The risk of revenue not realised as a result of the pausing of ad delivery in accordance with an Auto-Pause Rule shall be borne by the Brand; the provisions of § 13 shall apply.

§ 7e. Creative Studio

The Creative Studio shall be enabled for a Brand Account by a separate decision of the Provider and may be conditional upon the Plan selected. The Creative Studio constitutes a service under development; the Provider may change, extend and limit its functional scope, including the Model Catalogue.
The Brand represents and warrants that it holds all rights to the Brand Material, and in particular: 1) economic copyright or licences covering the right to create adaptations and to process the material by means of artificial intelligence; 2) rights to the trade marks and other designations visible in the material; 3) consents to the dissemination of the likeness of the persons depicted in the Brand Material, including in the Likeness Library, expressly covering the processing of the likeness by means of artificial intelligence and the creation of new images and recordings on its basis; 4) a legal basis for the processing of the personal data contained in the Brand Material.
Brand Material and Prompts are transferred to Model Providers for the purpose of producing Generated Materials and for the purpose of analysing materials. The list of Model Providers is set out in Schedule 4 to the Terms of Service. Reference materials are made available to Model Providers at internet addresses hosted by the Provider.
The Provider does not moderate, filter or legally assess Brand Material, Prompts or Generated Materials. The Brand alone shall be liable for the content of Generated Materials and for their compliance with the law, including advertising regulations, and with the External Platform Terms.
The Brand may formulate a Prompt itself or modify a Prompt proposed by the Platform. In such case, the content of the instruction directed to the AI Model originates from the Brand.
The operation of AI Models is non-deterministic in nature. Generated Materials are delivered in the form in which they were produced, on an "as is" basis. The Provider does not warrant their quality, fitness for a particular purpose, accuracy, originality, non-infringement of third-party rights, or the reproducibility of the result upon re-execution of the same task.
A refusal by a Model Provider to produce material, including a refusal resulting from its content policy, as well as the unavailability, withdrawal or change of the parameters of an AI Model, shall not constitute improper performance of the Services. The Brand's sole remedy in this respect shall be the refund of Credits on the terms set out in § 9a.
The preparation of a Generated Material for publication in an External Account requires the individual approval of the creative by an Authorised User and the approval of at least one variant of the ad copy. The ad shall be created in the paused state, in accordance with § 7c(4).
Generated Materials and materials uploaded by the Brand are stored with a subcontractor of the Provider and made available at internet addresses access to which does not require authentication. The Brand acknowledges that any person who knows such an address may download the material, and shall not treat such materials as being subject to access control.
Generated Materials are not deleted automatically. Deletion takes place at the Brand's request and constitutes an obligation of due care (best efforts); settlement records concerning Credits and records of publications made shall be retained for the period required by law.
The technical limits of the Creative Studio, in particular the permitted file formats and sizes, the number of reference materials and the maximum duration of video materials, are set out in Schedule 2 to the Terms of Service.
The Provider may suspend or disable the Creative Studio for a Brand Account in the event of a breach by the Brand of the Terms of Service, the External Platform Terms or the terms of use laid down by the Model Provider, and also at the request of the Model Provider.

§ 7f. Compliance of advertising content, labelling of content produced using artificial intelligence, and likeness

The Brand is the party publishing the advertisement and the deployer of an artificial intelligence system within the meaning of the AI Act to the extent that it uses Generated Materials in its own advertising activity.
The Provider makes available to the Brand a tool enabling an AI Disclosure Label to be applied to a generated image. Application of the AI Disclosure Label requires action on the part of the Brand and does not occur automatically; this function does not cover video materials.
The obligation to label content produced or modified using artificial intelligence and to inform recipients, including the obligations arising under Article 50 of the AI Act, as well as the obligation to make the appropriate disclosures in the External Platform's panel, rests with the Brand.
The Provider indicates in the Brand Account whether a given Generated Material was produced entirely by means of an AI Model or with its assistance. The Brand shall be obliged to determine whether the material depicts a realistic likeness of an existing person, place or event and to label such material accordingly.
The Brand shall not remove, modify or conceal AI Disclosure Labels, watermarks, content provenance metadata or other identifiers of content produced using artificial intelligence, nor present a Generated Material as a photograph or a recording of an actual event.
The Provider may refuse to produce a Generated Material depicting the likeness of a particular person where it has doubts as to whether the Brand holds the consent referred to in § 7e(2)(3).
The Brand bears sole responsibility for the compliance of the statements contained in advertising materials with applicable law, in particular the provisions governing the advertising of dietary supplements, cosmetics, medical devices and medicinal products and the combating of unfair market practices. The Provider does not verify whether such statements are permissible or substantiated.
A catalogue of the content and images prohibited in Generated Materials is set out in Schedule 5, Part B to the Terms of Service. The Brand undertakes not to commission the production of such materials and not to publish them by means of the Platform.
Where a change in the law or in the External Platform Terms results in previously delivered Generated Materials having to be reworked or withdrawn, the cost of such measures shall be borne by the Brand, unless the need to take them arises from circumstances for which the Provider is responsible.
The Parties undertake to notify one another and to cooperate in proceedings conducted by supervisory authorities, in particular by the President of the Office of Competition and Consumer Protection (Prezes Urzędu Ochrony Konkurencji i Konsumentów), the Chief Sanitary Inspector (Główny Inspektor Sanitarny), the President of the Office for Registration of Medicinal Products, Medical Devices and Biocidal Products (Prezes Urzędu Rejestracji Produktów Leczniczych, Wyrobów Medycznych i Produktów Biobójczych) and the market surveillance authority for artificial intelligence, in matters concerning materials prepared using the Platform.

§ 8. Exchange of Coins

A Participant may exchange the Coins it holds for Coins of another Brand available on the Platform, provided that the terms of participation in the Loyalty Programme laid down by the Brand so permit.
Coins shall be exchanged between Brands at a fixed rate of 1:1.
This means that, for one Coin of a given Brand, the Participant receives one Coin of another Brand.
For the purposes of settlements between the Provider and the Brand, the value of Coins shall remain fixed and shall amount to:

EUR 0.01 per 1 Coin;
PLN 0.04 per 1 Coin.

The Platform acts as an intermediary in the exchange process referred to in section 1 above, providing the technical handling of the transaction at the rate specified in section 2.
Settlement between the Provider and the Brand shall cover the total value of the Coins exchanged by Participants of the given Brand for Coins of other Brands in the given settlement period.
Payment for the exchanged Coins referred to in section 6 above shall be made after the end of the month, on the basis of a VAT invoice issued by the Provider, within the payment term indicated on the invoice.

§ 9. Payments

The Services are provided against payment.
The Brand undertakes to pay the subscription fee monthly or annually, depending on the Plan selected, until the Subscription is cancelled.
Plan prices are expressed in PLN, EUR or USD and are net prices; value added tax shall be added to the prices at the rate in force on the date on which the invoice is issued.
Changes to the prices set out in the price list shall be announced on the Platform's website and do not constitute an amendment to the Terms of Service. The preceding sentence shall apply accordingly to changes to the Model Catalogue, including the addition of an AI Model, its withdrawal and a change to the price of a task expressed in Credits.
The date of payment shall be deemed to be the date on which the Provider's bank account is credited with the amount of the subscription fee.
The Provider shall issue an invoice to the Brand within 14 days.
The Provider may offer discounts on Services and on Plans of Services.
Before the end of the current Subscription period, the Provider shall inform the Brand by e-mail of the expiry of the Subscription period and of the amount of the fees for extending the period of provision of the Services for a further Subscription period.
Extension of the Subscription period is tantamount to the conclusion of a further Agreement on the terms set out in the Terms of Service.
The Brand extends the Subscription period by making payment for the use of the Services in the next Subscription period to the bank account indicated by the Provider.
If the Subscription fee has been paid before the expiry of the previous Subscription period, the next Subscription period shall be counted from the day following the end of the given Subscription period.
If the fee has been paid after the end of the previous Subscription period, the next Subscription period shall be counted from the date on which the subscription fee for the next Subscription period was paid.
Failure to make payment to the Provider's bank account for the use of the Services in the next Subscription period shall result in access to the Services being blocked.
In such case, the Brand's data shall be stored by the Provider for a period of 3 months, counting from the day following the day on which the Subscription period expired.
During that time the Brand may at any time resume use of the Services by paying the subscription, or delete the Brand Account from the Platform.
The Brand undertakes to cover the costs of the MGM Fee due to Ambassadors.
The Provider shall issue the Brand a collective invoice for the MGM Fee after the end of the Verification Period.
VAT: Settlements between the Brand and the Provider shall be increased by VAT and shall be effected through the National e-Invoicing System (KSeF).
No PIT-11: The Brand acknowledges that, in connection with the lease of space from natural persons, it bears no obligations as a withholding agent and no obligation to issue PIT-11 forms.
Funds received by the Provider from the Brand by way of the MGM Fee and intended for payment to Ambassadors shall, until they are paid out, be recorded separately and shall not constitute revenue of the Provider. The Provider shall hold such funds in a manner enabling them to be segregated from its own funds.
The Provider shall be entitled to apply financial security measures, including verification of the Ambassador's identity and of the source of the funds paid out, to the extent required by the anti-money laundering regulations. The Provider may withhold or refuse payment in the event of justified doubts or of a failure to provide the required information

§ 9a. Credits and settlement of the Creative Studio

Tasks performed in the Creative Studio are settled in Credits. A Credit does not constitute money, is not exchangeable for money, and may not be transferred to another entity or paid out.
Credits are granted within the Plan, in the number indicated in the price list, on a monthly cycle, provided that the Brand holds a paid and active Subscription. The Provider may grant the Brand additional Credits.
The Provider may make available to the Brand the paid top-up of the Credit Balance. The rules of top-up, the size of Credit packages, their prices and the method of payment shall be set out in the price list. Credits acquired by way of top-up shall be subject to the remaining provisions of this paragraph, in particular para. 3 and para. 13.
Credits granted to the Brand do not expire and are aggregated with Credits granted in subsequent settlement periods, unless the price list provides otherwise.
The prices of tasks expressed in Credits are set out in the Model Catalogue. Those prices are set by reference to the costs borne by the Provider towards Model Providers and may change; § 9(4) shall apply to changes to the Model Catalogue.
The fee for the concept stage, in the amount indicated in the Model Catalogue, is charged upon the launch of the order, including where the Brand subsequently commissions no image or recording. That fee is non-refundable, unless the concept stage has failed.
The fee for a package of advertising texts is charged before the task is performed.
In the case of image generation, Credits are reserved upon the launch of the task and settled upon its completion, according to the operations actually performed. A reservation that remains unused for 24 hours from the launch of the task is released automatically.
The production of video materials shall be billed in stages — separately for the preparation of the storyboard and separately for each generation of a material, according to the number of seconds. Re-performance of a stage shall be charged separately.
Where a reference video material uploaded by the Brand is used, the fee shall cover both the seconds of the reference material and the seconds of the resulting material.
The uploading of the Brand's own files to the Brand Account library shall be free of charge.
Should the performance of a task fail, including where the Model Provider refuses to produce the material or the AI Model is unavailable, the corresponding number of Credits shall be returned to the Credit Balance automatically. The return of Credits shall constitute the Brand's sole remedy on this account; the Brand shall have no claim for a refund of monies, for re-performance of the task, or for damages.
A task whose performance has been commenced may not be interrupted by the Brand with the effect of a return of Credits, if the operation at the Model Provider has already been initiated.
Unused Credits shall not be subject to payment or monetary settlement, in particular upon the termination, notice of termination or expiry of the Agreement.
The Credit Balance and the history of Credit usage shall be presented in the Brand Account. Complaints concerning the settlement of Credits shall be considered under § 14, subject to § 14 para. 4.

§ 9b. Storage Allowance and retention of Materials

Generated Materials and files uploaded by the Brand are stored within the Storage Allowance assigned to the Brand Account. The size of the Storage Allowance for individual Plans is set out in the price list. A Plan which does not include the Creative Studio includes neither a Storage Allowance nor the ability to upload files.
The Storage Allowance covers files uploaded by the Brand, including reference materials and the Likeness Library, as well as Generated Materials. The current use of the Storage Allowance is presented in the Brand Account. The limits applicable to individual files, in particular the permitted formats and sizes, are set out in Schedule 2 to the Terms of Service.
The Provider may make available to the Brand a paid extension of the Storage Allowance in the form of Storage Blocks. The size of a Storage Block and the number of Credits charged per month are set out in the price list. The charge is taken from the Credit Balance on the first day of each month and, where a Storage Block is acquired during a month, at the moment of acquisition, in full for the month commenced. Cancellation of a Storage Block takes immediate effect and does not give rise to any right to a refund of Credits for the month commenced.
Once the Storage Allowance has been exhausted, the Provider shall refuse to accept further files and to launch tasks in the Creative Studio until space is freed up or the Storage Allowance is extended. A refusal on that ground does not constitute improper performance of the Services. Materials already saved remain available.
Upon the lapse of 60 days from the date of creation or upload, the Provider shall delete: 1) Generated Materials which are not Approved Materials; 2) files uploaded by the Brand which have not been used in any Creative Studio task, including reference video materials. The Brand retains a Generated Material by assigning it approved status in the Brand Account.
Deletion under paragraph 5 shall not apply to Approved Materials or to the brand library, that is to say logotypes, product photographs, permanent reference materials and the Likeness Library.
The Service is not a data storage or archiving service. The Brand is responsible for making and keeping its own copies of Materials which it wishes to retain outside the Brand Account. The Provider does not ensure that a Material deleted in accordance with paragraph 5 can be restored.
The expiry, dissolution or termination of the Agreement does not result in the deletion of Materials. Materials remain available in read-only mode, and the launching of tasks in the Creative Studio is not possible. This provision is without prejudice to the provisions on the storage of data after the lapse of the Subscription period or to the Data Processing Agreement.
Changes to the size of the Storage Allowance and to the number of Credits charged for a Storage Block shall be governed by § 9(4), save that a reduction of the size of the Storage Allowance assigned to a Plan requires an amendment to the Terms of Service.

§ 10. Licence

Upon conclusion of the Agreement, the Provider grants the Brand a non-exclusive licence to use the Platform and its Services on the terms set out in the Terms of Service (hereinafter: "Licence")138.
The Licence is granted for the term of the Agreement.
The Licence entitles the Brand to access the Platform and to use the functionalities available on the Platform in accordance with the Plan purchased.
The Licence does not entitle the Brand to grant further licences.
The Brand's use of the Services available on the Platform in breach of the terms of the Licence shall constitute an infringement of the Provider's copyright, entitling the Provider (depending on the nature of the infringement) to take legal action against the Brand.

§ 11. Processing of personal data

The Provider processes the Brand's personal data in accordance with the principles set out in the Privacy Policy.
In order to ensure that the Services provided comply with the personal data protection regulations, upon conclusion of the Agreement between the Provider of the Services and the Brand a Data Processing Agreement is concluded, constituting Schedule 1 to the Terms of Service.
The Data Processing Agreement is concluded for the term of the Agreement and shall terminate or expire upon the termination or expiry of the Agreement.
Reporting errors: The Brand shall be liable for errors in the data on product returns. If the Brand fails to report a return within the Verification Period and the MGM Fee has been paid out to the Ambassador, the cost of that reward shall be borne by the Brand in full.
The scope of the entrustment covers the categories of data subjects and the categories of data indicated in Schedule 1 to the Data Processing Agreement, including transaction data (amount, order identifier, return status) necessary for the correct calculation of the MGM Fee, as well as data retrieved from the Brand's External Accounts.

§ 12. Intellectual Property

All constituent elements of the Platform, in particular:

the name of the Platform;
the logo of the Platform;
photographs and descriptions;
the operating principles of the Platform's website, all of its graphic elements, the interface, the software, the source code and the databases;
shall be protected by law under the provisions of the Act of 4 February 1994 on Copyright and Related Rights (ustawa o prawie autorskim i prawach pokrewnych), the Act of 30 June 2000 – Industrial Property Law (Prawo własności przemysłowej), the Act of 16 April 1993 on Combating Unfair Competition (ustawa o zwalczaniu nieuczciwej konkurencji) and other generally applicable provisions of law, including the law of the European Union. Any use of the Provider's intellectual property without the Provider's prior express consent is prohibited.
The provisions of this paragraph shall not prejudice the Brand's rights to the Brand Material. The rights to Generated Materials and the rules governing the Provider's use of the Brand Material are set out in § 12a.

§ 12a. Rights to the Brand Material and to Generated Materials

The Brand grants the Provider a free-of-charge, non-exclusive licence to use the Brand Material to the extent necessary for the provision of the Services, including to reproduce, store and process it and to make it available to Model Providers and other subcontractors for the purpose of producing Generated Materials and analysing materials. The licence is granted for the term of the Agreement and for the period necessary to delete the data in accordance with the Data Processing Agreement.
The Parties acknowledge that a Generated Material — to the extent that it has arisen solely as a result of the operation of an AI Model and does not contain a human creative contribution — may not constitute a work within the meaning of the Act on Copyright and Related Rights and, consequently, may not be subject to copyright protection or be the object of exclusive rights.
To the extent that economic copyright in a Generated Material arises and vests in the Provider, the Provider transfers such rights to the Brand upon approval of that material by an Authorised User, within the fields of exploitation specified in para. 5, subject to para. 6.
Notwithstanding the provisions of para. 3, the Provider grants the Brand a non-exclusive licence, unlimited as to territory and time, to use the Generated Material within the fields of exploitation specified in para. 5, with the right to grant sub-licences. This licence shall apply also where the transfer of rights referred to in para. 3 proves ineffective or where such rights do not arise.
The fields of exploitation referred to in paras. 3 and 4 are: 1) fixation and reproduction by digital, printing, reprographic and magnetic recording techniques; 2) entry into computer memory and into ICT networks; 3) making publicly available in such a manner that any person may access the material at a place and time of their own choosing; 4) broadcasting and rebroadcasting; 5) display and performance; 6) use in paid advertising campaigns on External Platforms and on other services; 7) use in outdoor advertising; 8) use on packaging and in sales materials, including at points of sale; 9) use on marketplaces and in the Brand's online store.
The Parties confirm that an effective transfer of economic copyright and the grant of an exclusive licence require written form under pain of nullity, and that acceptance of the Terms of Service in electronic form does not satisfy that requirement. At the Brand's request, the Parties shall conclude a separate agreement for the transfer of economic copyright in written form, or in electronic form bearing a qualified electronic signature, in accordance with the template constituting Schedule 6 to the Terms of Service. Until such agreement is concluded, the Brand shall be entitled to the rights specified in para. 4.
To the extent that derivative rights arise in a Generated Material, the Provider authorises the Brand to exercise and to authorise the exercise of derivative rights, including to make modifications to, crop, shorten, translate and localise the material, and further undertakes not to exercise moral rights against the Brand, including the right to attribution of authorship.
The Provider does not warrant the originality or uniqueness of Generated Materials. AI Models may produce identical or similar materials for other users, including the Brand's competitors. The Brand acknowledges that it may not be entitled to prohibit third parties from using material of similar content.
The Provider's rights to the Platform, including to its software, interface and databases, remain unaffected. The Licence referred to in § 10 does not extend to rights in AI Models or in the software of Model Providers.
The Provider shall be entitled to the rights in the aggregated and de-identified statistical data produced by it, provided that such data may not permit the identification of the Brand, its Participants or its External Accounts, and that the use of data originating from External Accounts shall be subject to the restrictions specified in § 4a para. 6.

§ 13. Liability

The Provider undertakes to provide the Services with due care.
The Provider shall not be liable towards the Brand for the consequences of:

use of the Platform contrary to its intended purpose;
the consequences of the use of the credentials authorising access to the Brand Account by third parties, where such persons obtained those credentials as a result of their disclosure by the Brand or as a result of their insufficient protection by the Brand.

The Provider shall not be liable for disruptions in the functioning of the Platform arising from:

force majeure;
causes attributable to the Brand;
causes beyond the Provider's control, in particular acts of third parties for which the Provider bears no responsibility.

The Provider undertakes, in so far as possible, to remedy disruptions in the functioning of the Platform on an ongoing basis.
The Provider shall not be liable for: 1) the amount, allocation and effectiveness of the Brand's advertising spend on External Accounts, including for revenue not achieved as a result of the suspension of ad delivery pursuant to § 7c or § 7d; 2) decisions of External Platforms concerning the approval, rejection, restriction or removal of an advertisement, and the restriction or suspension of the Brand's External Account; 3) a refusal by the Model Provider to produce a Generated Material, including a refusal resulting from its content policy, as well as the unavailability, withdrawal or change of the parameters of an AI Model; 4) the content, quality, originality, accuracy and usefulness of Generated Materials; 5) the consequences of the Brand acting upon the results of analyses, recommendations and responses of the artificial intelligence-based assistant.
The Provider's liability towards the Brand shall in every case be limited (to the extent permitted by law) to an amount equal to three times the monthly subscription fee for the Plan used by the Brand, calculated as 1/12 of the fee due for the last full Subscription period, provided that neither the MGM Fee nor the value of Credits shall be included in the basis of that cap. This limitation shall not cover damage caused intentionally or a breach of the confidentiality obligation.
The Brand shall bear full responsibility for errors in the data on product returns. If, as a result of an error on the Brand's part, an MGM Fee is paid to an Ambassador when not due, the Brand may not claim reimbursement of those funds from the Provider.

§ 13a. Indemnification of the Provider

The Brand shall indemnify and hold the Provider harmless and shall reimburse the reasonable costs incurred by it, including the costs of legal services, awarded damages, settlements and administrative fines, in connection with third-party claims or proceedings brought by public authorities arising out of: 1) the Brand's breach of the External Platform Terms or of the terms of use laid down by the Model Providers; 2) the Brand's lack of rights to the Brand Material, including economic copyright, trade mark rights and consents to the dissemination of a likeness, as well as consents covering the processing of a likeness by means of artificial intelligence; 3) the non-compliance of the Brand's advertising content with the law, in particular the provisions on the advertising of dietary supplements, cosmetics, medical devices and medicinal products and on combating unfair market practices; 4) the absence of a legal basis for the processing of personal data entrusted to the Provider or collected by means of the measurement tools made available by the Provider, as well as the placement of such tools in a domain which the Brand does not control; 5) the Brand's failure to perform the obligations to label content produced by means of artificial intelligence referred to in § 7f; 6) the acts and omissions of Authorised Users, including the Agency.
The Provider shall promptly notify the Brand of any claim or proceeding covered by paragraph 1, shall allow the Brand to take part in the defence and shall not enter into any settlement without the Brand's prior consent, unless delay would risk causing damage.
The provisions of paragraph 1 shall not apply to the extent that the claim or proceeding arises out of circumstances for which the Provider is responsible.

§ 14. Complaints concerning the Services

The Brand may submit a complaint if the Provider performs the Services on the Platform in a manner inconsistent with the Terms of Service.
A Brand submitting a complaint on the grounds set out in paragraph 1 above should send to the e-mail address indicated in § 1 sec. 5 point 1 of the Terms of Service a message containing the following information:

the name of the Brand;
the e-mail address;
a description of the irregularities identified;
the remedy sought under the complaint.

The time limit for examining a complaint and providing a response to it is 14 (fourteen) days from the date of its receipt by the Provider of the Services in a correct and complete form.
Failure to respond within the time limit indicated in the preceding sentence shall mean that the complaint has been upheld.
The Provider shall respond to the complaint by e-mail.
The response to the complaint given by the Provider shall be final.

§ 15. Amendments to the Terms of Service

The Provider may amend the Terms of Service in the event of:

changes in the Provider's business;
the Provider commencing the provision of new services, modifying the services provided to date or ceasing to provide them;
technical modifications to the Platform requiring the provisions of the Terms of Service to be adapted to them;
a legal obligation to make amendments, including the obligation to bring the Terms of Service into line with the law as in force.

The following do not constitute an amendment to the Terms of Service: 1) a change to the price list or to the Model Catalogue, made in accordance with § 9(4); 2) a change to the Integration List, made in accordance with § 7c(12); 3) the making available of new functionality of the Platform, where it does not change the Brand's existing rights and obligations and where its use depends solely on the Brand's decision.
Brands shall be informed of any amendment to the Terms of Service by publication of the amended version on the Platform's website.
Irrespective of the foregoing, the amended version of the Terms of Service shall be sent to the Brand by e-mail.
A Brand which does not agree to an amendment to the Terms of Service may terminate the Agreement with immediate effect within 10 (ten) days of the date of receipt of the information about the amendment to the Terms of Service.
Failure to terminate the Agreement within the time limit indicated in the preceding sentence shall be deemed consent to the amendment to the Terms of Service.
The Agreement shall be terminated by the Brand submitting a notice of termination to the Provider.
The notice referred to in the preceding sentence may be sent by e-mail to the address indicated in § 1 sec. 5 point 1 of the Terms of Service.
The Provider shall delete the Brand Account promptly upon receipt of the notice referred to in the preceding sentence.

§ 16. Final provisions

The Terms of Service shall be governed by Polish law.
In the event of a dispute arising out of the performance, non-performance or improper performance of the provisions of the Terms of Service, the court having jurisdiction to resolve it shall be the court having jurisdiction over the Provider's registered office.
In the event of any discrepancy, precedence shall be given: as regards the protection of personal data – to the Data Processing Agreement; as regards prices – to the price list; as regards the parameters and prices of AI Models – to the Model Catalogue; as regards the transfer of economic copyright – to a separate agreement concluded in accordance with § 12a(6); and in all other respects – to the individual arrangements of the Parties, and thereafter to the Terms of Service. The preceding sentence shall apply accordingly to the size of the Storage Allowance set out in the price list and to the scope of the integration with External Platforms set out in the Integration List.
Termination of the Agreement shall not affect those provisions which by their nature should remain in force after its end, in particular those concerning liability, settlements (including the MGM Fee and the exchange of Coins), intellectual property, confidentiality and the processing of personal data
Following termination of the Agreement, the following shall in particular continue in force: the licences granted to the Brand in respect of Generated Materials, the Brand's obligations under § 4a, and the obligation to revoke Share Links.
The Terms of Service have been drawn up in the Polish language. In the event of any discrepancy between the Polish version and its translation into another language, the Polish version shall prevail.
The current version of the Terms of Service shall be effective as of 07.09.2026.

Schedule 1 to the Terms of Service - Data Processing Agreement

PERSONAL DATA PROCESSING AGREEMENT

(hereinafter: the "Data Processing Agreement")

concluded between:

the Provider (hereinafter also: "the Processor"),

and

the Brand (hereinafter also: "the Controller"),

hereinafter jointly referred to as the "Parties", and each of them individually as a "Party".

Preamble

Whereas:

the Provider and the Brand have concluded the Agreement (hereinafter: the "Main Agreement");
the provision of the Services requires the Provider to process the personal data of Participants within the meaning of 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) (hereinafter: the "GDPR"), which gives rise to the obligation to satisfy the requirements set out in Article 28 GDPR, including to conclude the agreement provided for in that provision;

the Parties have agreed as follows:

§ 1. Entrustment of the processing of personal data

The Controller entrusts the Processor with the processing of personal data in accordance with Article 28 of 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 (hereinafter: the "General Data Protection Regulation" or the "GDPR").
The Controller declares that it is the controller of the data entrusted to the Processor under the Data Processing Agreement, or a processor authorised to further entrust the data to the Processor.
The Controller hereby entrusts the Processor with the processing of personal data to the extent set out in § 2 of this Agreement.
Capitalised terms used in this Agreement shall have the meanings given to them in the Terms of Service or in the GDPR, unless a specific provision of this Agreement provides otherwise.

§ 2. Subject matter, nature, purpose and duration of the processing of data

The Personal Data entrusted by the Controller shall be processed by the Processor solely on the documented instructions of the Controller and solely for the purpose of providing the Services.
In particular, the Parties regard the conclusion of the Services Agreement as a "documented instruction".
The categories of personal data that are the subject of the entrustment (hereinafter: the "entrusted personal data") and the categories of data subjects are set out in Schedule 1 to this Agreement.
The Controller undertakes not to knowingly enter into the Platform any data referred to in Articles 9 and 10 GDPR. The Parties acknowledge that materials containing a likeness and purchase data at the level of an individual product may incidentally reveal such data. A Controller which sells products in the health, medicinal product, dietary supplement or medical device categories shall be obliged to inform the Processor thereof; such notice shall trigger the additional measures referred to in Article 32 GDPR and the Controller's obligation to carry out a data protection impact assessment. The Processor may refuse to activate the automated analysis of advertising creatives for such a Brand Account.
The processing of the entrusted personal data is carried out using IT systems, by automated means. The processing includes profiling within the meaning of Article 4(4) of the GDPR, in particular: the analysis of customer economics conducted on a pseudonymised identifier (new and returning customers, customer lifetime value, cost of customer acquisition), the attribution of an order to a specific advertisement, the construction of the cross-session advertising path of a person visiting the Brand's store, and the determination of Experience Levels and Leaderboards. The purposes and rules of profiling are determined by the Controller. The Processor shall assist the Controller in giving effect to the right to object referred to in Article 21(2) of the GDPR.

§ 3. Obligations, rights and representations of the Processor

The Processor undertakes to secure the entrusted personal data by implementing (before the processing commences) and maintaining technical and organisational measures appropriate to the nature, scope, context and purpose of the processing of the entrusted data, including those required by the applicable provisions of generally binding law, so that the processing of the entrusted personal data meets the requirements of the General Data Protection Regulation.
The Processor undertakes to ensure that the persons authorised to process the personal data entrusted under this Agreement have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Processor undertakes, to the extent justified by the subject matter of the Data Processing Agreement, to assist the Controller, insofar as this is possible, in fulfilling the Controller's obligation to respond to requests from data subjects for the exercise of their rights under generally binding provisions of law, including Chapter III of the General Data Protection Regulation.
The Processor undertakes to notify the Controller without undue delay of:

any breach of the protection of the entrusted personal data, whereby a "breach of the protection of the entrusted data" shall mean any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or unauthorised access to, the entrusted personal data. The notification referred to in this paragraph 1 shall be made no later than within 24 hours of the detection of the breach of the protection of the entrusted data;
any request received from a data subject, while at the same time refraining from responding to that request until the Controller's position has been received. The notification referred to in this paragraph 2 shall be made no later than 24 hours after receipt of the request;
any legally substantiated request for the disclosure of personal data to a competent state authority, unless the prohibition on notification arises from provisions of law, in particular from the provisions of criminal procedure, where the prohibition is intended to ensure the confidentiality of an investigation that has been commenced;
any inspections of the compliance of the processing of personal data carried out by the President of the Personal Data Protection Office (Prezes Urzędu Ochrony Danych Osobowych) or by another supervisory authority and their outcome, as well as any other actions taken by public authorities in relation to such data.

The Processor undertakes, to the extent justified by the subject matter of this Agreement and by the information available to it, to assist the Controller in fulfilling the Controller's obligations under generally binding provisions of law, including Articles 32-36 of the General Data Protection Regulation, relating to the security of the processing of personal data, the notification of a personal data breach to the supervisory authority and to the data subject, data protection impact assessments and the related prior consultation with the supervisory authority.
The Processor undertakes to:

make available to the Controller, within 14 days of receipt of a request, all information and documents necessary to demonstrate the Controller's fulfilment of its obligations under generally binding provisions of law;
allow for and contribute to audits, including inspections, conducted by the Controller or by an auditor mandated by the Controller, on terms agreed by the Parties on a case-by-case basis and subject to the provisions of this Paragraph.

The audit referred to in Paragraph 6 item 2 above may be conducted:

no earlier than 14 days from the date on which the Processor receives notice of the intention to conduct it, on a date to be agreed by the Parties, and
following the conclusion of a confidentiality agreement between the Processor and the Controller or the auditor mandated by the Controller.

Upon completion of the audit, the Parties shall draw up a report in 2 counterparts, which shall be signed by the authorised representatives of both Parties.
The Processor may raise objections to the report within 5 Business Days from the date on which it was signed by the representatives of the Parties.
Should the audit reveal any deficiencies affecting the security of the processing of the entrusted personal data, the Processor undertakes to comply with the recommendations formulated by the Controller or by the auditor mandated by the Controller.

§ 4. Obligations of the Controller

The Controller shall ensure that, throughout the term of the Data Processing Agreement, it has a legal basis for the processing of the entrusted personal data and holds the requisite authority to entrust the personal data to the Processor.
Should the Controller lose the aforementioned legal basis or authority in relation to particular entrusted personal data, the Controller shall without undue delay take the steps necessary to cease entrusting such data, in particular by notifying the Processor thereof.
The Controller undertakes not to issue to the Processor any instructions concerning the processing of the entrusted personal data that would be contrary to generally binding law, to the provisions of the Data Processing Agreement or to other contractual obligations.

§ 5. Further entrustment of personal data

The Controller grants its general authorisation for the Processor to further entrust the processing of personal data (hereinafter: "sub-processing") to sub-processors selected by it.
The list of sub-processors to which the Processor has entrusted the processing of personal data as at the date of conclusion of the Data Processing Agreement constitutes Schedule 2 to this Agreement. The Controller consents to the entrustment of data to the entities set out in that list. The list is published at a permanent internet address and is versioned.
Where a sub-processor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the Controller for the performance of that sub-processor's obligations.
The Processor undertakes to ensure that:

the processor (sub-processor) applies appropriate technical and organisational measures to ensure that the processing of the sub-entrusted personal data complies with the GDPR;
the scope of the data protection obligations of the processor (sub-processor) corresponds to the obligations of the Processor under this Agreement.

Should the Processor intend to sub-entrust the processing of personal data to a new sub-processor, it shall notify the Controller thereof by e-mail no later than 30 (thirty) days before the sub-processing takes place.
The Controller may object to the sub-processing by submitting an objection by e-mail within 30 (thirty) days of receipt of the notification.
Upon the ineffective lapse of the time limit for raising an objection referred to in paragraph 4 above, the Processor may sub-entrust the processing of personal data to the selected sub-processor.
Where an objection referred to in paragraph 4 above is raised, the Controller shall be entitled to terminate the Main Agreement — in whole or in the part affected by the sub-processing — with a refund of the proportionate part of the subscription fee paid and with a period of at least 30 days for exporting the data. The Processor shall not be entitled to terminate the Main Agreement solely by reason of an objection having been raised.
The sub-processing referred to in paragraph 3 above does not constitute an amendment to the Data Processing Agreement.

§ 6. Transfers of data to third countries

The Processor shall not transfer the entrusted personal data to a third country or to an international organisation without ensuring a basis for the transfer as referred to in Chapter V of the GDPR.
The instrument on the basis of which the transfer to each sub-processor established outside the European Economic Area, or processing data outside that area, takes place is set out in Schedule 2 to this Agreement. That instrument shall be either a European Commission decision finding an adequate level of protection, together with the confirmed certification of the entity concerned, or the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914, in the module appropriate to the relationship between processors.
The Processor shall carry out and document a transfer impact assessment and shall implement supplementary measures where this proves necessary to ensure the level of protection required by the GDPR.
The Processor shall promptly notify the Controller of the transfer instrument ceasing to be valid or of its becoming aware of circumstances preventing the continued use thereof.
Where the Processor receives a request for disclosure of the entrusted personal data from an authority of a third country, the Processor shall: 1) notify the Controller thereof, unless prohibited from doing so by law; 2) challenge the request where legally permissible, including by applying for interim relief; 3) limit any disclosure to the minimum scope required by the request; 4) maintain a register of such requests and make it available to the Controller.
The Processor shall ensure that the Model Providers do not use the entrusted personal data to train or improve artificial intelligence models, that the retention period on their side is defined and as short as possible, and that these obligations are passed on to further sub-processors. At the Controller's request, the Processor shall ensure that processing takes place within the European Union region wherever the sub-processor concerned offers such an option.

§ 7. Technical and organisational measures

The Processor implements and maintains technical and organisational measures appropriate to the risk of infringement of the rights or freedoms of data subjects, comprising at least: encryption of data in transit; access control based on the principle of least privilege, together with multi-factor authentication for administrative access; logical separation of the data of individual Controllers; the making of backups together with periodic restoration testing; logging of access to data; a personal data breach management procedure; and an obligation of confidentiality imposed on personnel.
Access credentials to External Accounts are stored in a manner that prevents access by unauthorised persons. A detailed description of the measures applied, together with an indication of the measures being implemented and the date of their implementation, is set out in Schedule 3 to this Agreement.
Access by the Processor's personnel to the entrusted personal data for support purposes shall take place solely at the Controller's request, in connection with a support ticket, for a limited period of time and with such access being logged, or where necessary for security reasons or in order to comply with a legal obligation.
The obligation to enable an audit referred to in § 3 shall, in relation to sub-processors, be discharged by providing the Controller with certificates and reports of independent auditors, in particular SOC 2 Type II, ISO/IEC 27001 or ISO/IEC 27018, as well as the results of audits carried out by the Processor. An on-site inspection shall be permissible solely within the Processor's own infrastructure.
The Processor shall inform the Controller if, in its opinion, an instruction issued infringes the GDPR or other personal data protection provisions.
The Parties' contact points for personal data protection matters are indicated in Schedule 3 to this Agreement.

§ 8. Term of the Data Processing Agreement

The Data Processing Agreement is concluded for the term of the Main Agreement and expires upon the termination, rescission or expiry of the Main Agreement.

§ 9. Consequences of termination of the Data Processing Agreement

Upon termination of the Data Processing Agreement, the Processor shall, at the Controller's option, return the entrusted personal data to the Controller or delete it. The Controller shall indicate the option chosen within 30 (thirty) days of the date of termination of the Data Processing Agreement; during that period the Controller may export the data. Failure to make such an indication within that period shall be deemed a choice of deletion. Deletion shall take place promptly upon the expiry of that period, with the exception of backups, which are deleted in accordance with their expiry cycle, not exceeding 90 days. The Processor shall obtain and provide the Controller with confirmation of the deletion of the data by sub-processors, including the Model Providers, and shall, at the Controller's request, submit a statement confirming the deletion of the data.
The provisions of the preceding sentence shall not apply to personal data which the Processor is required, under generally applicable laws, to retain for a period longer than the term of the Data Processing Agreement.

§ 9. Final provisions

Schedule 1 – Categories of entrusted personal data and categories of data subjects – forms an integral part of this Agreement.
In matters not governed by this Agreement, the provisions of the Terms of Service, the provisions of the GDPR and the relevant provisions of Polish law shall apply.

Schedule 1 to the Data Processing Agreement – Categories of entrusted personal data and categories of data subjects

The following table:

NO.	CATEGORIES OF DATA SUBJECTS	CATEGORIES OF PERSONAL DATA
1.	Participants	First name(s), surname, contact details, e-mail address, information on the history of purchases made in the Brand's store, information on vouchers and benefits redeemed
2.	Customers of the Brand's store who are not Participants	E-mail address processed for the purpose of creating an identifier, pseudonymised customer identifier, order and order-item data, including catalogue number and product name, quantity, value, cost, margin, payment method, discounts, and return status and value
3.	Persons visiting the Brand's online store, including those who do not make a purchase	Online and advertising identifiers (visitor identifier, ad identifier, campaign parameters, External Platform click identifiers, referring and landing page addresses), behavioural data (add to cart, checkout initiation, purchase, cart value) and timestamps — retained for 90 days
4.	Ambassadors	Identification and contact details, telephone number, MGM Fee settlement data, verification status
5.	Persons whose likeness the Brand uploads to the Platform (Likeness Library, reference materials, advertising creatives)	Likeness, designation of the person, notes entered by the Brand, materials generated on the basis of the likeness and the automatically produced description of the creative
6.	Authorised Users of the Brand Account, including Agency staff	First name and surname, e-mail address, role and permissions, authentication credentials, access history, the content of queries submitted to the artificial-intelligence-based assistant, and the usage register
7.	Persons whose data is held in systems connected by the Brand (CRM, data sheets)	Contact details and commercial relationship data, to the extent determined by the Controller
8.	Persons using Share Links	IP address and the timestamp of last use
9.	Authorised Users of External Accounts	Access credentials to External Accounts together with the identifier and user name on the External Platform