AFIVIO TERMS OF SERVICE

References in these Terms of Service (the "Terms") to "Afivio", "we", "us" or "our" mean the operator of the Afivio platform currently available at afivio.com (the "Platform"). References to "you" or "your" mean the person or entity accepting these Terms and any person accessing or using the Platform on their behalf.

By accessing or using the Platform (including by creating an account, configuring or participating in programs or campaigns, or integrating the Platform with other systems), you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform.

1. DEFINITIONS

In these Terms:

• "Account" means a registered account on the Platform.
• "Affiliate" means a business or individual that promotes the products or services of a Partner or otherwise participates in a program or campaign via the Platform.
• "Applicable Law" means any laws, regulations and rules applicable to you, us, your use of the Platform or any programs, campaigns or activities conducted via the Platform, including Applicable Data Protection Laws.
• "Content" means any data, information, text, images, audio, video, code or other materials submitted, uploaded, transmitted or otherwise made available via the Platform by you or on your behalf.
• "Partner" means a business that uses the Platform to create and manage programs or campaigns (for example brands, merchants, agencies or similar organizations).
• "User" means any individual or entity that accesses or uses the Platform, including Partners, Affiliates and their authorized users.
• "We", "us" and "our" have the meaning given above.

2. BUSINESS AND PROFESSIONAL USE

The Platform is intended for use in connection with commercial, professional or revenue-generating activities (for example by brands, merchants, agencies, creators, affiliates and other professionals) and is not intended for purely personal, family or household use.

By using the Platform, you represent and warrant that you are acting for commercial, professional or revenue-generating purposes, even if you are an individual who is not formally registered as a business, and that you are not using the Platform as a consumer under Applicable Law.

If, despite the above, you are treated as a consumer under Applicable Law, certain provisions of these Terms (including, without limitation, those relating to arbitration and limitation of liability) may not apply to you to the extent they are prohibited by such laws. In that case, you must not use the Platform unless you accept that your consumer rights may prevail over certain parts of these Terms.

3. ACCOUNT REGISTRATION AND SECURITY

To use certain features of the Platform, you must create an Account and provide accurate and complete information. You must keep your Account credentials confidential and are responsible for all activities that occur under your Account.

You must promptly notify us at contact@afivio.com of any unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to maintain the security of your Account.

The Platform is operated by Yuliia Lukiashchenko, an individual entrepreneur registered in Poland (NIP 5242998855, REGON 527832126).

4. LICENSE AND PLATFORM ACCESS

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business or professional purposes.

We reserve all rights not expressly granted to you under these Terms. Without limiting the foregoing, the Platform (including all software, interfaces, designs, layouts, text, images, graphics, logos and underlying technology) is owned by us or our licensors and is protected by intellectual property laws. No rights are granted to you other than as expressly set out in these Terms.

5. PARTNER TERMS

This section applies where you use the Platform as a Partner.

As a Partner, you are solely responsible for all programs and campaigns you set up or manage via the Platform, including:

• the terms and conditions of any programs, campaigns or offers that you make available to Affiliates or end customers;
• the accuracy, legality and compliance of your programs, creatives and promotional materials;
• ensuring that your programs comply with Applicable Law, including advertising, consumer, e-commerce, competition and data protection laws;
• any relationships, agreements and disputes between you and Affiliates and/or your end customers, including payments of commissions and other amounts; and
• all Content that you or your users submit or make available via the Platform.

Afivio provides only a technical Platform that enables Partners and Affiliates to connect and manage campaigns. Afivio is not a party to any contract, transaction or arrangement between you and any Affiliates or end customers and does not act as your agent, broker, employee, joint venturer or fiduciary.

Afivio does not hold, control or guarantee any funds, payments, commissions or other amounts owed between you, Affiliates and/or third parties, unless expressly agreed in a separate written agreement. All such obligations are solely between the relevant parties. To the maximum extent permitted by Applicable Law, Afivio disclaims all liability arising out of or related to any disputes, non-payment, chargebacks, failed deliveries, misrepresentations or other issues between you and Affiliates and/or your customers.

6. AFFILIATE TERMS

This section applies where you use the Platform as an Affiliate.

As an Affiliate or creator, you acknowledge that you use the Platform in connection with your own commercial, professional or revenue-generating activities (such as promoting products or services for compensation, building an audience or monetising content), and not for purely personal, family or household purposes.

As an Affiliate, you acknowledge and agree that Afivio contracts only with Partners and does not act as your agent or representative. Any relationship you enter into with a Partner (including participation in a program or campaign, promotion of products or services and entitlement to commissions or other consideration) is solely between you and the relevant Partner.

Afivio is not a party to your agreement with any Partner, does not guarantee performance, quality or availability of any products or services offered by Partners, and does not guarantee that any commissions or other amounts will be paid to you. All such matters are exclusively between you and the relevant Partner.

To the maximum extent permitted by Applicable Law, you expressly release Afivio from, and waive any and all claims, demands and damages (actual and consequential) arising out of or in any way connected with, any disputes you may have with Partners, other Affiliates or any third parties in connection with your use of the Platform.

7. FEES AND PAYMENT

We may charge fees for access to or use of certain features of the Platform. The applicable fees, billing periods and payment terms will be specified on the Platform or in a separate agreement with you.

You authorize us and our payment providers to charge your designated payment method for all applicable fees when they become due. You represent and warrant that you are authorized to use the payment method you provide.

Unless otherwise expressly stated or required by Applicable Law, all fees are non-cancellable and non-refundable, and are exclusive of any taxes (such as VAT or sales taxes), which are your responsibility.

You are solely responsible for determining and fulfilling any registration, reporting or tax obligations that may apply to you in connection with your use of the Platform and any income you earn (for example as an affiliate or creator). Afivio is not responsible for notifying you of, or for complying with, any such obligations on your behalf.

We may change our fees and pricing from time to time. Unless otherwise specified, fee changes will take effect from the start of your next billing period following notice to you (for example via email or via the Platform). Your continued use of the Platform after the effective date of the fee change constitutes your acceptance of the updated fees.

Any balances, earnings or amounts displayed in the Platform (including in wallet and commission views) are provided for information purposes only. In case of any discrepancy between such information and your own accounting, billing or payment records, your own records will prevail and you are responsible for reconciling and resolving any differences directly with the relevant affiliates or other payees.

8. COMPANY CRYPTO WALLET AND USDC BALANCES

The Platform may allow you to generate and use a company-level crypto wallet address on a supported blockchain network (currently, USDC on an ERC-20 compatible network) in connection with payouts to affiliates or other parties.

When you request a wallet via the Platform, we generate a new wallet and corresponding private key on our infrastructure and assign the resulting wallet address to your company account. The encrypted private key is stored on our systems and is not visible in plain form via the Platform.

You acknowledge and agree that:

• the company wallet is not a bank account, deposit, investment product or electronic money account, and Afivio is not a bank, investment firm or payment institution;
• any USDC or other crypto assets sent to the wallet address are held at your sole risk and may be subject to the technical and legal risks inherent in public blockchain networks, including network congestion, forks, bugs, cyber-attacks and loss of private keys;
• you are solely responsible for ensuring that you send only supported assets (for example, USDC as an ERC-20 token on the supported network) to the wallet address. Tokens sent to an unsupported network or in an unsupported format may be irretrievably lostand we have no obligation or technical ability to recover them;
• balances and transaction information displayed in your wallet dashboard are based on data retrieved from third-party blockchain infrastructure providers and/or explorers and are provided for convenience only. Afivio does not guarantee that such information is always complete, up to date or free from errors;
• Afivio may, at its discretion, temporarily or permanently suspend, restrict or terminate wallet-related functionality (including deposits or payouts) where we reasonably believe this is necessary for security, fraud prevention, compliance with Applicable Law or to protect Afivio or third parties from harm.

You remain solely responsible for determining and complying with any tax, accounting, reporting, anti-money laundering, sanctions or other regulatory obligations that may apply to your use of the company wallet and any related payouts. Afivio does not provide legal, tax or financial advice in connection with crypto assets.

9. DATA, PRIVACY AND SECURITY

You acknowledge that our processing of personal data in connection with the Platform is described in our Privacy Policy, which forms part of these Terms.

You are responsible for ensuring that you have a lawful basis under Applicable Data Protection Laws for any personal data you submit or cause to be processed via the Platform, including any personal data relating to Affiliates, customers or other individuals. You are also responsible for providing any required notices and obtaining any required consents from such individuals.

The Platform is not designed for processing of special categories of personal data under GDPR (for example data concerning health, biometric identifiers, religious or political beliefs) or data relating to children. You must not submit such data to the Platform unless we have expressly agreed to this in writing, and in that case, only in accordance with any additional terms and safeguards we specify. To the maximum extent permitted by Applicable Law, we are not responsible for any consequences arising from your breach of this requirement.

We may aggregate and/or anonymise data submitted to or generated by the Platform so that it can no longer be associated with an identified or identifiable individual. We may use such aggregated and anonymised data for any lawful purpose, including analytics, product development, benchmarking, research, statistics, marketing and improving the Platform, and we may share such data with third parties.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

The Platform may allow you to connect, integrate or interact with third-party services, platforms or tools (for example e-commerce platforms, CRMs, payment providers or analytics services). Your use of any third-party services is governed solely by the terms and policies of the relevant third party, and we are not responsible for such services.

We do not control and are not responsible for the content, functionality, availability, security, data processing practices or performance of any third-party services, even if linked to or integrated with the Platform. To the maximum extent permitted by Applicable Law, you release us from, and waive any claims against us in relation to, any loss or damage arising from your use of third-party services.

11. USER CONTENT AND FEEDBACK

You are solely responsible for your Content and for ensuring that your Content complies with Applicable Law and these Terms. You represent and warrant that you have all rights necessary to submit your Content to the Platform and to grant the rights described in these Terms.

By submitting Content, you grant Afivio a worldwide, non-exclusive, royalty-free, transferable and sublicensable license to host, store, reproduce, modify, adapt, translate, create derivative works from, publicly display and distribute such Content as reasonably necessary to operate, maintain, market and improve the Platform, provide services to you and other Users, and promote Afivio (including in case studies, marketing materials and public references), in each case to the extent permitted by Applicable Law and subject to any confidentiality obligations agreed in writing.

If you choose to provide us with any suggestions, ideas, proposals or other feedback ("Feedback") about the Platform, you acknowledge that we may use, disclose and otherwise exploit such Feedback without restriction and without any obligation or compensation to you. You hereby assign to us all rights, title and interest in and to such Feedback, to the maximum extent permitted by Applicable Law.

12. PROHIBITED ACTIVITIES

You must not, and must not permit any third party to:

• use the Platform in violation of Applicable Law or these Terms;
• use the Platform to store, transmit or process any unlawful, defamatory, infringing, fraudulent, harmful or otherwise objectionable Content;
• interfere with or disrupt the integrity or performance of the Platform or the data contained therein;
• attempt to gain unauthorized access to the Platform or related systems or networks;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any software used in the Platform, except to the extent that such restriction is prohibited by law;
• use the Platform for benchmarking or to build a competing product or service;
• remove, alter or obscure any proprietary notices on the Platform; or
• use any automated means (such as bots, scrapers or crawlers) to access the Platform, except as expressly permitted by us.

13. CHANGES TO THE PLATFORM AND TERMS

We may update or modify the Platform (in whole or in part) at any time, including by adding, removing or changing features, with or without notice to you. We will use commercially reasonable efforts to avoid materially degrading the core functionality of any paid features during your current subscription term, if applicable.

We may also update or modify these Terms from time to time. Unless otherwise required by Applicable Law, the updated version will take effect upon posting on the Platform. It is your responsibility to review these Terms regularly. Your continued use of the Platform after the effective date of the updated Terms will constitute your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform.

14. TERM AND TERMINATION

These Terms apply from the date you first access or use the Platform and continue until terminated in accordance with this section.

You may terminate your use of the Platform at any time by closing your Account in accordance with the functionality of the Platform or by contacting us at contact@afivio.com.

We may suspend or terminate your Account or your access to all or part of the Platform at any time, with or without cause, with or without notice, and without liability to you, if we reasonably believe that:

• you have breached these Terms or Applicable Law;
• your use of the Platform creates risk or possible legal exposure for us or others;
• your Account has been inactive for an extended period; or
• we decide to discontinue the Platform (in whole or in part).

Any termination or suspension of your Account will not give rise to any obligation on Afivio to refund any fees already paid, except where required by Applicable Law.

Upon termination, Afivio may, at its option and to the extent permitted by Applicable Law, permanently delete, anonymise or retain any Content or data associated with your Account in accordance with our Privacy Policy. We are under no obligation to provide you with a copy of your Content or data after termination, except where required by Applicable Law.

Sections that by their nature should survive termination (including, without limitation, those relating to intellectual property, fees, disclaimers, limitation of liability, indemnification, governing law, dispute resolution and class action waiver) will continue to apply after termination.

15. DISCLAIMERS

To the maximum extent permitted by Applicable Law, the Platform and all related services, content and information are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Platform will be uninterrupted, secure, error-free or free of harmful components, or that any defects will be corrected. We do not warrant or endorse, and are not responsible for, any programs, campaigns, offers, products, services or Content of Partners, Affiliates or third parties.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, in no event will Afivio, its affiliates or their respective directors, officers, employees, contractors or agents be liable for any:

• indirect, incidental, special, consequential or punitive damages; or
• loss of profits, revenue, business, goodwill, data or other intangible losses,

arising out of or in connection with these Terms or your use of (or inability to use) the Platform, whether based on warranty, contract, tort (including negligence), strict liability or any other legal theory, even if we have been advised of the possibility of such damages and even if any remedy fails of its essential purpose.

To the maximum extent permitted by Applicable Law, our total aggregate liability arising out of or relating to these Terms or your use of the Platform will not exceed the greater of:

• the total amount of fees actually paid by you to us for access to the Platform during the twelve (12) months immediately preceding the event giving rise to the claim; or
• one hundred (100) EUR.

You acknowledge that the fees (if any) paid by you reflect the allocation of risk set forth in these Terms and that we would not be able to provide the Platform on an economically reasonable basis without these limitations on liability.

17. INDEMNIFICATION

To the maximum extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless Afivio, its affiliates and their respective directors, officers, employees, contractors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with:

• your use of the Platform;
• your Content or programs, campaigns and offers;
• your breach of these Terms or Applicable Law; or
• your relationships, agreements or disputes with Affiliates, Partners, customers or other third parties.

This indemnity includes, without limitation, any regulatory fines, penalties, investigations, enforcement actions, tax assessments or similar liabilities imposed on Afivio by a competent authority to the extent arising out of or related to your acts or omissions, your Content, your campaigns or your failure to comply with Applicable Law.

18. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute, controversy or claim arising out of or relating to them or their subject matter (whether contractual or non-contractual) are governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict-of-law principles, unless mandatory consumer protection or data protection laws in your country of residence require a different law to apply.

Before initiating formal proceedings, you agree to first contact us at contact@afivio.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute in good faith within thirty (30) days.

To the maximum extent permitted by Applicable Law, any dispute, controversy or claim arising out of or relating to these Terms (that cannot be resolved informally) shall be finally resolved by binding arbitration administered by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in accordance with its rules in force at the time, which are deemed to be incorporated by reference into this clause.

The arbitration will be conducted as follows:

• Seat of arbitration: Warsaw, Poland.
• Language of proceedings: English.
• Number of arbitrators: one (1).

Nothing in this clause prevents Afivio from seeking interim, injunctive or other equitable relief in any competent court to protect its intellectual property or confidential information, or to prevent unauthorized use of the Platform.

Class Action and Jury Trial Waiver. To the maximum extent permitted by Applicable Law, you and Afivio agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective or representative proceeding. Unless you and Afivio agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Where Applicable Law provides for a right to a jury trial, you and Afivio hereby waive any right to a jury trial in any court proceedings, to the maximum extent permitted by law.

Any claim or cause of action you may have arising out of or relating to these Terms or the Platform must be commenced within six (6) months after the claim or cause of action arises, or be permanently barred, to the maximum extent permitted by Applicable Law.

19. ASSIGNMENT AND SUBCONTRACTING

You may not assign, transfer or delegate any of your rights or obligations under these Terms without our prior written consent, and any attempt to do so without such consent will be null and void.

We may assign, transfer or delegate any of our rights or obligations under these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets or by operation of law. We may also use subcontractors to perform our obligations under these Terms.

20. MISCELLANEOUS

Entire agreement: These Terms, together with any additional terms or policies referenced herein (including our Privacy Policy and Cookie Policy), constitute the entire agreement between you and us in relation to the subject matter and supersede all prior or contemporaneous agreements, understandings or representations, whether oral or written.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a competent authority, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

No waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Force majeure: We will not be liable for any failure or delay in performance of our obligations under these Terms caused by events beyond our reasonable control, including war, terrorism, strikes, internet or power outages, failures of third party hosting or communications providers, natural disasters or government actions.

Notices: We may provide notices to you via email, via the Platform or by any other reasonable means. You are responsible for keeping your contact information accurate and up to date.