TERMS OF SERVICE

Effective Date: 1 April 2026 | Version 1.0

IMPORTANT NOTICE: Please read these Terms of Service carefully before accessing or using the ExactFlow platform. By registering an account, subscribing to a plan, or otherwise accessing our services, you (on behalf of yourself and the business entity you represent) agree to be legally bound by these Terms. If you do not agree, you must not access or use the ExactFlow platform.

1. Definitions

In these Terms of Service, the following terms shall have the meanings set out below:

2. Contracting Party and Eligibility

2.1 Parties

These Terms of Service constitute a legally binding agreement between ExactFlow p.s.a. and the Client. The Agreement is concluded upon the Client's acceptance of these Terms, whether by clicking an "I Agree" button, completing the registration process, or accessing the Platform for the first time.

2.2 Eligibility

Access to the Platform is permitted only to:

• Legal entities registered and in good standing under applicable law

• Individual entrepreneurs (przedsiębiorcy) registered in Poland or another EU/EEA Member State

• Other business entities with full legal capacity to enter binding contracts

The Platform is not available for use by private consumers acting outside the scope of trade, business, or profession. By accepting these Terms, you represent that you are acting in a business capacity.

2.3 Authority to Bind

If you accept these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity. If you lack such authority, you must not accept these Terms or use the Platform.

3. Account Registration and Security

3.1 Registration

To access the Platform, the Client must create an Account by providing accurate, current, and complete registration information. The Client agrees to maintain and promptly update such information. ExactFlow reserves the right to refuse registration or suspend an Account where information provided is found to be false, misleading, or incomplete.

3.2 Authorized Users

The Client may grant access to Authorized Users within the limits of its Subscription plan. The Client is solely responsible for:

• Ensuring Authorized Users comply with these Terms

• Managing and revoking user access promptly upon personnel changes

• All actions taken by Authorized Users under the Client's Account

3.3 Account Security

The Client is responsible for maintaining the confidentiality of Account credentials. The Client must: (a) use strong, unique passwords; (b) enable multi-factor authentication where available; (c) notify ExactFlow immediately at security@exactflow.com upon discovery of any unauthorized access or suspected breach. ExactFlow will not be liable for losses arising from unauthorized use of Account credentials where the Client has failed to take reasonable security precautions.

4. Subscription Plans, Fees, and Payment

4.1 Subscription Plans

ExactFlow offers multiple Subscription tiers as described on our pricing page at www.exactflow.com/en/pricing. Features, AI agent access, integration limits, and user allowances vary by plan. ExactFlow reserves the right to modify, discontinue, or introduce new plans, with reasonable notice to existing Clients.

4.2 Fees and Billing

All Fees are quoted and invoiced in Polish Zloty (PLN) or Euro (EUR) as agreed at time of purchase, excluding applicable VAT. For Clients registered for VAT in Poland, invoices will include VAT at the rate applicable under Polish law (Ustawa z dnia 11 marca 2004 r. o podatku od towarów i usług). Fees are payable:

• Monthly Subscriptions: in advance on the first day of each monthly billing period

• Annual Subscriptions: in advance for the full annual period upon commencement

4.3 Payment Methods

Payment is accepted via credit/debit card, bank transfer (przelew bankowy), or other methods made available in the Platform. All payment card transactions are processed by certified third-party payment processors. ExactFlow does not store complete card numbers.

4.4 Late Payment

Where payment is not received by the due date, ExactFlow may: (a) charge statutory interest on late payments at the rate prescribed by Polish law (Ustawa z dnia 8 marca 2013 r. o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych); (b) suspend access to the Platform after 7 days' written notice; and (c) terminate the Agreement after a further 14 days of non-payment.

4.5 Refunds and Cancellation

Fees paid for monthly Subscriptions are non-refundable once the billing period has commenced. For annual Subscriptions cancelled within 14 days of initial purchase and before any material use of the Services, a full refund may be requested. Cancellation after 14 days or following material use will result in access continuing until the end of the paid annual period, with no refund issued. This clause does not affect any statutory cancellation rights.

4.6 Price Changes

ExactFlow will provide at least 30 days' prior written notice of any price changes. Continuing to use the Platform after the new price takes effect constitutes acceptance of the revised pricing.

5. License Grant and Permitted Use

5.1 License

Subject to the Client's compliance with these Terms and timely payment of Fees, ExactFlow grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services during the Subscription Term for the Client's internal business operations.

5.2 Restrictions

The Client must not, and must ensure Authorized Users do not:

• Resell, sublicense, lease, or otherwise make the Platform available to third parties (unless expressly agreed in writing)

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform

• Copy, modify, or create derivative works of the Platform or its Documentation

• Remove, alter, or obscure any proprietary notices or labels on the Platform

• Use the Platform to develop a competing product or service

• Circumvent or disable any security, access control, or usage monitoring features

• Use the Platform in a manner that violates applicable laws or regulations

• Upload or transmit any malicious code, viruses, or other harmful content

• Use automated means to scrape, extract, or harvest data from the Platform beyond authorized API usage

5.3 AI Agents – Specific Conditions

Use of ExactFlow's AI Agents is subject to: (a) the Client providing accurate, lawful input data; (b) the Client maintaining responsibility for final business decisions based on AI outputs; (c) not using AI Agents in a manner that could produce unlawful, deceptive, or harmful outcomes; and (d) compliance with applicable AI governance requirements under EU law, including where applicable, Regulation (EU) 2024/1689 (EU AI Act).

6. Client Data and Data Processing

6.1 Ownership

As between the parties, the Client retains all ownership rights in and to Client Data. ExactFlow claims no ownership over Client Data. The Client grants ExactFlow a limited, worldwide license to process Client Data solely for the purpose of providing and improving the Services during the Subscription Term.

6.2 Data Processing Agreement

To the extent ExactFlow processes personal data on behalf of the Client (acting as data processor), the parties shall be governed by ExactFlow's Data Processing Agreement (DPA), which forms part of this Agreement and is available at www.exactflow.com/en/dpa. The DPA sets out the subject matter, nature, purpose, and duration of processing in accordance with GDPR Article 28.

6.3 Client Data Obligations

The Client warrants and represents that:

• It has all necessary rights, consents, and authorizations to submit Client Data to the Platform

• Client Data does not infringe the intellectual property, privacy, or other rights of any third party

• Client Data does not contain unlawful, defamatory, obscene, or harmful content

• It has a lawful basis under GDPR for any personal data included in Client Data

6.4 Data Backup

ExactFlow maintains backup procedures as part of its business continuity processes. However, the Client is responsible for maintaining its own independent backups of critical data. ExactFlow is not liable for data loss resulting from the Client's failure to maintain adequate backups.

7. Intellectual Property

ExactFlow and its licensors retain all right, title, and interest in and to the Platform, including all software, AI models, algorithms, interfaces, documentation, trademarks, and other intellectual property embodied therein. Nothing in these Terms transfers any intellectual property rights to the Client except the limited license expressly granted in Section 5.1.

The ExactFlow name, logo, and AI agent names (Axel, Zane, Tesa, Raya, Nia, Kai) are trademarks of ExactFlow p.s.a. The Client must not use these marks without ExactFlow's prior written consent.

Any feedback, suggestions, or ideas provided by the Client regarding the Platform may be used by ExactFlow without obligation to the Client.

8. Marketplace Integrations

The Platform supports integrations with third-party marketplaces and platforms (e.g., Amazon, eBay, Shopify, Allegro, AliExpress, Flipkart, Lazada, Mercari, Ozon, Shopee, Walmart, Wayfair). The Client acknowledges that:

• Third-party marketplace integrations are subject to the terms and policies of those platforms, for which ExactFlow bears no responsibility

• ExactFlow does not guarantee uninterrupted connectivity with third-party platforms, as these are outside ExactFlow's control

• Changes to third-party APIs or policies may affect integration functionality; ExactFlow will use commercially reasonable efforts to maintain compatibility

• The Client is solely responsible for its compliance with the terms of service of all third-party marketplaces it connects to the Platform

• ExactFlow is not a party to any transaction between the Client and marketplace operators or end consumers

9. Service Levels and Availability

9.1 Service Availability

ExactFlow targets a platform availability of 99.5% measured monthly, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance via the Platform dashboard or email.

9.2 Support

ExactFlow provides technical support to Clients in accordance with the support tier included in their Subscription. Support is available via the in-Platform help centre, email, and (for Enterprise plans) dedicated account management. Response time objectives are detailed in ExactFlow's Support Policy.

9.3 No Uptime Guarantee

ExactFlow does not guarantee uninterrupted or error-free access to the Platform. The Platform is provided "as is" and "as available". ExactFlow will use commercially reasonable efforts to restore service promptly in the event of unplanned outages.

10. Suspension and Termination

10.1 Termination by Client

The Client may terminate its Subscription at any time by providing written notice through the Account settings. Termination takes effect at the end of the then-current Subscription Term. No refund is due for the remaining period of an annual Subscription, save as provided in Section 4.5.

10.2 Termination or Suspension by ExactFlow

ExactFlow may suspend or terminate the Client's access to the Platform immediately upon notice where:

• The Client breaches any material provision of these Terms and fails to cure such breach within 14 days of written notice

• The Client fails to pay Fees as specified in Section 4.4

• ExactFlow reasonably believes the Client is using the Platform for fraudulent, unlawful, or harmful purposes

• ExactFlow is required to do so by applicable law or a competent authority

• Continuation of service would expose ExactFlow or its other clients to legal, financial, or reputational risk

10.3 Effect of Termination

Upon termination: (a) the license granted under Section 5.1 immediately ceases; (b) the Client must cease all use of the Platform; (c) the Client may export its Client Data within 30 days of termination using the Platform's export tools; (d) after 30 days, ExactFlow may permanently delete Client Data in accordance with its retention schedule; and (e) outstanding Fees remain due and payable.

11. Warranties and Disclaimers

11.1 ExactFlow's Warranties

ExactFlow warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Platform will materially conform to its Documentation during the Subscription Term; and (c) ExactFlow will implement and maintain commercially appropriate security measures as described in the Privacy Policy.

11.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXACTFLOW EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXACTFLOW DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT AI AGENT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR BUSINESS DECISION.

AI-generated recommendations, insights, and automated actions are provided as tools to assist the Client's business operations and do not constitute professional financial, legal, accounting, or business advice. The Client remains solely responsible for all business decisions made in reliance on AI Agent outputs.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING POLISH CIVIL CODE (KODEKS CYWILNY) AND CONSUMER PROTECTION LEGISLATION WHERE APPLICABLE):

EXACTFLOW'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO EXACTFLOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

EXACTFLOW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations above shall not apply to: (a) liability for death or personal injury caused by ExactFlow's negligence; (b) liability for fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under mandatory applicable law.

13. Indemnification

The Client shall defend, indemnify, and hold ExactFlow and its affiliates, officers, employees, and agents harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Client's breach of these Terms

• Client Data infringing the rights of any third party

• Client's unauthorized use of the Platform or violation of any applicable law

• Client's use of third-party marketplace integrations in breach of their respective terms

14. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information (defined as non-public information disclosed that is marked confidential or reasonably understood to be confidential) and to use such information only for the purposes of this Agreement. Each party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order, subject to giving prompt notice where permitted.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising from or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict of law principles. Where EU law applies, including GDPR and the EU AI Act, such legislation takes precedence.

15.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the competent courts of Warsaw, Poland (Sąd właściwy dla m.st. Warszawy) for the resolution of any disputes arising out of or in connection with these Terms, save that ExactFlow may seek urgent injunctive or other equitable relief in any court of competent jurisdiction.

15.3 Amicable Resolution

Prior to initiating legal proceedings, the parties agree to attempt to resolve any dispute amicably through good-faith negotiation for a period of at least 30 days from the date one party notifies the other of a dispute.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, DPA, Subscription Order, and any applicable Addenda, constitute the entire agreement between the parties concerning the subject matter herein and supersede all prior negotiations, representations, and agreements.

16.2 Modifications

ExactFlow reserves the right to modify these Terms at any time. Material changes will be communicated by email and/or Platform notification at least 30 days before taking effect. Continued use of the Platform after the effective date of changes constitutes acceptance.

16.3 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, acts of government, civil unrest, cyberattacks, pandemics, or failures of third-party infrastructure providers, provided the affected party promptly notifies the other and uses reasonable efforts to minimize the impact.

16.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without ExactFlow's prior written consent. ExactFlow may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to the Client.

16.5 Waiver and Severability

Failure by ExactFlow to enforce any provision of these Terms shall not constitute a waiver. If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.

16.6 Notices

Notices under these Terms shall be in writing and delivered by email (with read receipt or no delivery failure) or registered post. Notices to ExactFlow should be directed to legal@exactflow.com or to the registered address. Notices to the Client will be sent to the email address registered on the Account.

17. Contact

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