Terms of Service - Outcraft AI

These Terms and Conditions ("Terms") govern your access to and use of the services provided by Outcraft AI, operated by MB Omera, a company registered in Lithuania with company code 307358184 and registered address at V. Nagevičiaus g. 3, LT-08237 Vilnius, Lithuania ("Outcraft AI", "we", "us", or "our").

By accessing or using our services, you ("Customer", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

Effective Date: [Date to be inserted]

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:

(a) "Account" means the customer account created by you to access and use the Services.

(b) "AI Act" means Regulation (EU) 2024/1689 on artificial intelligence and amending certain Union legislative acts.

(c) "AI System" means the artificial intelligence-powered voice communication technology provided as part of the Services.

(d) "Applicable Laws” means all applicable laws, regulations, and legally binding guidance in any relevant jurisdiction, including but not limited to:

GDPR and the ePrivacy Directive (where applicable);
Regulation (EU) 2024/1689 (AI Act);
United States federal and state privacy, telecommunications, marketing, and consumer protection laws, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Federal Trade Commission Act, California Consumer Privacy Act (CCPA) as amended by CPRA, and applicable state “Do Not Call” laws;
Any other data protection, telecommunications, consumer protection, marketing, export control, or sanctions laws applicable to the parties..

(e) "Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

(f) "Customer Data" means all data, content, and materials uploaded, submitted, or transmitted by you through the Services, including contact details, customer lists, call scripts, and any other information you provide.

(g) "Customer Personal Data" has the meaning set out in the Data Processing Agreement.

(h) "Data Processing Agreement" or "DPA" means the data processing agreement between you and us governing the processing of personal data, which forms part of these Terms.

(i) "Documentation" means the user guides, manuals, technical documentation, and other materials provided by us relating to the Services.

(j) "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation) and any successor legislation.

(k) "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(l) "Personal Data", "Processing", "Controller", "Processor", "Data Subject", and "Supervisory Authority" have the meanings set forth in GDPR.

(m) "Privacy Policy" means our privacy policy available at [URL to be inserted] as may be updated from time to time.

(n) "Services" means the AI-powered voice communication platform, including inbound and outbound call handling, call recording and transcription, lead qualification, customer support automation, and any related services provided by us under these Terms.

(o) "Subscription Fees" means the fees payable by you for access to and use of the Services as set out in Clause 6.

(p) "Subscription Period" means the initial subscription period specified in your order, and each subsequent renewal period.

(q) "Sub-processor" has the meaning set out in the Data Processing Agreement.

(r) "Term" means the period during which these Terms remain in force as set out in Clause 12.

(s) "Website" means www.outcraft.ai and any associated subdomains.

1.2 Interpretation

In these Terms, unless the context otherwise requires:

(a) References to clauses and schedules are to clauses of, and schedules to, these Terms.

(b) Headings are for convenience only and do not affect interpretation.

(d) References to any statute or statutory provision include a reference to that statute or provision as amended, extended, or re-enacted from time to time and to any subordinate legislation made under it.

(e) References to "writing" or "written" include email.

(f) The words "including", "include", and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

(g) References to a "party" or "parties" mean you and/or us as the context requires.

2. AGREEMENT AND SCOPE

2.1 Agreement to Terms

2.1.1 By creating an Account, accessing the Services, or using any part of the Services, you agree to be bound by:

(a) These Terms and Conditions;

(b) Our Privacy Policy;

(d) Any additional terms, policies, or guidelines we make available to you.

2.1.2 These Terms constitute a legally binding agreement between you and Outcraft AI.

2.2 Authority and Capacity

You represent and warrant that:

(a) If you are entering into these Terms on behalf of an organisation, you have the authority to bind that organisation to these Terms, and references to "you" in these Terms shall refer to that organisation;

(b) You have the legal capacity to enter into these Terms;

(d) You are not prohibited by law from using the Services.

2.3 Amendments to Terms

2.3.1 We may amend these Terms from time to time by posting updated Terms on our Website or by notifying you via email to the address associated with your Account.

2.3.2 Material amendments shall be notified to you at least 30 days in advance and shall take effect at the end of that notice period unless you terminate your Account in accordance with Clause 12.

2.3.3 Non-material amendments (including corrections, clarifications, or updates to reflect changes in Applicable Laws) shall take effect immediately upon posting.

2.3.4 Your continued use of the Services after amendments take effect constitutes your acceptance of the amended Terms.

2.3.5 If you do not agree to any amendments, your sole remedy is to terminate your Account in accordance with Clause 12.

2.4 Order of Precedence

In the event of any conflict or inconsistency between these documents, the following order of precedence shall apply (highest to lowest):

(a) Data Processing Agreement (for matters relating to personal data processing);

(b) These Terms and Conditions;

(d) Documentation.

3. THE SERVICES

3.1 Description of Services

3.1.1 Outcraft AI provides an AI-powered voice communication platform designed to help businesses automate and optimise telephone communications with their customers, prospects, and leads.

3.1.2 The Services include, but are not limited to:

(a) Inbound call handling: AI-powered reception and handling of incoming telephone calls;

(b) Outbound calling: AI-powered outbound calls to contacts uploaded by you;

(c) Call recording and transcription: Recording and transcription of telephone conversations using AI-powered speech-to-text technology;

(d) Lead qualification: AI-powered assessment and qualification of sales leads;

(e) Customer support automation: AI-powered responses to customer enquiries and support requests;

(f) Analytics and reporting: Dashboard and reporting features to analyse call performance and outcomes;

(g) Integration capabilities: API and integration with third-party services (subject to availability);

(h) Call scripting and configuration: Tools to configure AI agent behaviour, scripts, and responses.

3.1.3 The specific features and functionality available to you will depend on your subscription plan.

3.2 Service Availability

3.2.1 We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

(a) Planned maintenance (for which we will provide advance notice where reasonably practicable);

(b) Emergency maintenance (for which we will provide notice as soon as reasonably practicable);

3.2.2 We do not guarantee that the Services will be uninterrupted, error-free, or completely secure. Access to the Services may be suspended temporarily without notice in the case of system failure, maintenance, or repair, or for reasons beyond our reasonable control.

3.2.3 We aim for an uptime of 99.5% measured on a monthly basis (excluding planned maintenance). This is a target and not a guarantee or warranty.

3.3 Changes to Services

3.3.1 We reserve the right to modify, suspend, or discontinue any part of the Services at any time, provided that:

(a) We will provide you with at least 30 days' written notice before discontinuing any material functionality that forms part of your paid subscription;

(b) If we discontinue material functionality without providing a reasonably equivalent alternative, you may terminate your subscription and receive a pro-rata refund of any prepaid fees for the unused portion of the Subscription Period.

3.3.2 We may add new features or functionality to the Services at any time without notice. Access to new features may be subject to additional fees.

3.4 Beta Features and Trial Services

3.4.1 We may from time to time make available beta, trial, or experimental features ("Beta Features").

3.4.2 Beta Features are provided "as is" and "as available" without any warranties or service level commitments. We may discontinue Beta Features at any time without notice.

3.4.3 You acknowledge that Beta Features may contain bugs or errors and may not perform as intended. You use Beta Features at your own risk.

3.4.4 We may collect feedback and usage data relating to Beta Features. You grant us a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback for any purpose.

3.5 Third-Party Services

3.5.1 The Services may integrate with or rely upon third-party services, including:

(a) Telecommunications providers;

(b) AI service providers;

(d) Payment processors;

(e) Other third-party integrations you choose to enable.

3.5.2 Your use of third-party services is subject to the terms and conditions and privacy policies of those third parties. We are not responsible for the performance, availability, or conduct of third-party services.

3.5.3 We may change or discontinue integrations with third-party services at any time. We will use reasonable efforts to provide notice where practicable.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

4.1.1 To access the Services, you must create an Account by providing accurate, complete, and current information as requested in the registration process.

4.1.2 You agree to:

(a) Provide true, accurate, current, and complete information about yourself and your organisation;

(b) Maintain and promptly update your Account information to keep it accurate, current, and complete;

4.1.3 We reserve the right to suspend or terminate your Account if any information provided during registration or thereafter proves to be inaccurate, not current, incomplete, or misleading.

4.2 Account Security

4.2.1 You are responsible for maintaining the confidentiality and security of:

(a) Your Account login credentials (username and password);

(b) Any API keys or access tokens provided to you;

4.2.2 You agree to:

(a) Use a strong, unique password for your Account;

(b) Enable multi-factor authentication (MFA) if available;

(d) Notify us immediately if you suspect any unauthorised access to your Account.

4.2.3 You are solely responsible for all activities that occur under your Account, whether or not authorised by you. We are not liable for any loss or damage arising from your failure to maintain Account security.

4.3 Account Restrictions

4.3.1 Each Account is licensed for use by a single legal entity only. You may not:

(a) Share your Account with third parties outside your organisation;

(b) Create multiple Accounts to circumvent usage limits or fees;

4.3.2 You may add authorised users to your Account in accordance with your subscription plan. You are responsible for the acts and omissions of all authorised users.

5. CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

5.1 General Responsibilities

You are solely responsible for:

(a) All Customer Data uploaded, submitted, or transmitted through the Services;

(b) The accuracy, quality, legality, and integrity of Customer Data;

(d) Ensuring you have all necessary rights, licences, and consents to upload and process Customer Data through the Services;

(e) Your use of the Services and any results or outputs generated by the Services;

(f) Configuring the AI System, including call scripts, responses, and behaviour;

(g) Monitoring calls and interactions to ensure quality and compliance;

(h) Compliance with all Applicable Laws in your use of the Services.

5.2 Data Protection Compliance

5.2.1 You acknowledge and agree that when Customer Data includes personal data of EU-based data subjects, with respect to their personal data:

(a) You are the data controller (within the meaning of GDPR) of any personal data included in Customer Data;

(b) We act as your data processor when processing personal data on your behalf;

(d) You must provide appropriate privacy notices to data subjects and, where required, obtain necessary consents;

(e) You are responsible for responding to data subject rights requests (rights of access, rectification, erasure, etc.), and we will assist you as set out in the DPA;

(f) You must comply with all obligations under GDPR, ePrivacy Directive, and other data protection laws applicable to your use of the Services.

5.2.2 You must ensure that any personal data you upload to the Services:

(a) Is processed in accordance with data protection laws;

(b) Is accurate and up-to-date;

(c) when Customer Data includes personal data of EU-based data subjects, it does not include special categories of personal data (as defined in GDPR Article 9, including health data, biometric data for identification, racial/ethnic origin, political opinions, religious beliefs, etc.) unless you have an appropriate legal basis and have notified us in advance;

(d) Is deleted or anonymised when no longer necessary for the purposes for which it was collected.

5.3 Consent and Marketing Compliance

5.3.1 If you use the Services to make outbound calls or send communications to individuals:

(a) For EU-based persons, you must ensure you have a lawful basis (such as consent or legitimate interests) under GDPR for making such calls;

(b) For marketing or sales calls to EU-based persons, you must obtain prior consent as required by the ePrivacy Directive and national implementing laws, unless an exception applies (such as the "soft opt-in" for existing customer relationships);

(c) You must comply with all applicable marketing and anti-spam laws (including but not limited to ePrivacy Directive, national "Do Not Call" registries, and sector-specific regulations);

(d) You must provide clear and accessible opt-out mechanisms in all communications;

(e) You must immediately honour all opt-out requests and maintain a suppression list.

5.3.2 You represent and warrant that all contacts and leads in your Account have provided appropriate opt-in consent (or you otherwise have a lawful basis) to receive communications from you.

5.3.3 You must not use the Services to send unsolicited communications, spam, or any communications that violate Applicable Laws.

5.3.3 United States Marketing Compliance

If you use the Services to contact individuals located in the United States, you acknowledge and agree that:
(a) You are solely responsible for compliance with the Telephone Consumer Protection Act (47 U.S.C. § 227) (TCPA), including obtaining prior express written consent where required for autodialed or prerecorded calls;
(b) You shall comply with all applicable federal and state “Do Not Call” registry requirements;
(c) You shall comply with the CAN-SPAM Act and applicable state anti-spam laws;
(d) You shall maintain and honour internal do-not-contact lists;
(e) You acknowledge that violations of TCPA may result in statutory damages of up to $500–$1,500 per call and you assume full responsibility for such compliance.

5.4 AI Transparency and Disclosure

In accordance with the AI Act, when EU-based persons interact with the AI System through calls initiated by you:

(a) You must ensure individuals are informed they are interacting with an AI system, unless it is obvious from the circumstances;

(b) You must configure the AI System to identify itself appropriately (e.g., "Hello, this is [Name], an AI assistant from [Your Company]");

(c) You must disclose the use of AI-powered communication in your privacy notices and customer-facing materials where appropriate.

5.5 Prohibited Uses

5.5.1 You must not use the Services to:

(a) Send unsolicited commercial communications, spam, or bulk messaging in violation of Applicable Laws;

(b) Engage in any fraudulent, deceptive, misleading, or unlawful activity;

(d) Violate the privacy, data protection, or other legal rights of any person;

(e) Infringe any Intellectual Property Rights of any person;

(f) Upload, transmit, or distribute any harmful, threatening, offensive, libelous, defamatory, fraudulent, deceptive, obscene, vulgar, or otherwise objectionable content;

(g) Upload or transmit any viruses, malware, or other malicious code;

(h) Attempt to gain unauthorised access to the Services, our systems, or other users' Accounts, or interfere with or disrupt the performance of the Services for any reason or attempt to gain unauthorised access to any data stored in the software operating Services;

(i) Interfere with or disrupt the integrity or performance of the Services or any data contained therein;

(j) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the source code of the Services;

(k) Conduct any systematic or automated data collection activities (including without limitation scraping, benchmarking, data mining, data extraction and data harvesting) on or in relation to the Services;

(l) Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks;

(m) Use automated means (such as bots or scrapers) to access the Services, except as explicitly permitted;

(n) attempt rent, licence, sublicence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Services available to any third party except as expressly allowed by these Terms, or to remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Service;

(o) permit the Services or any part of them to be combined with, or become incorporated in, any other programs, unless such incorporation is permitted by us in writing;

(p) train, develop, or improve machine learning algorithms, models, or artificial intelligence systems, either directly or indirectly, using the Services, its outputs, or any data derived from it;

(r) Violate any Applicable Laws or regulations.

5.5.2 You must not use the Services for any of the following prohibited purposes:

(a) If Customer Data includes personal data of EU-based persons, processing special categories of personal data (as defined in GDPR Article 9) without appropriate legal basis and safeguards;

(b) Making calls to emergency services, premium-rate numbers, or other restricted numbers;

(d) Making calls to minors (individuals under 18 years of age) for marketing purposes;

(e) Engaging in AI practices prohibited under AI Act Article 5, including:

(i) Subliminal manipulation causing harm;

(ii) Exploitation of vulnerabilities of specific groups (children, disabled persons, etc.);

(iii) Social scoring;

(iv) Biometric identification in public spaces (where applicable);

(f) Using the Services in sectors or for purposes that would classify the AI System as "high-risk" under the AI Act without our prior written consent and implementation of appropriate additional safeguards.

5.6 Monitoring and Quality Assurance

5.6.1 You are responsible for:

(a) Regularly monitoring calls and interactions made through the Services;

(b) Reviewing call transcripts and recordings for quality, accuracy, and compliance;

(d) Configuring and updating AI scripts and responses as necessary to ensure accuracy and appropriateness;

(e) Implementing internal processes to handle escalations, complaints, and data subject requests.

5.6.2 We recommend that you:

(a) Conduct regular reviews of AI performance;

(b) Implement human oversight and intervention mechanisms;

(c) Provide alternative contact methods (such as email or human support) for individuals who prefer not to interact with AI.

6. FEES, PAYMENT, AND SUBSCRIPTION

6.1 Subscription Plans and Fees

6.1.1 Access to and use of the Services is provided on a subscription basis. Subscription plans, features, and fees are set out on our Website or as otherwise agreed in writing.

6.1.2 Subscription Fees are payable in advance for each Subscription Period (monthly or annually, as selected by you).

6.1.3 All fees are exclusive of applicable taxes (including VAT, GST, sales tax, or similar), which you shall pay in addition to the Subscription Fees unless you provide a valid tax exemption certificate.

6.2 Payment Terms

6.2.1 Payment is due immediately upon subscription or renewal unless otherwise agreed in writing.

6.2.2 We use third-party payment processors (such as Stripe) to process payments. You authorise us to charge your designated payment method for all Subscription Fees and applicable taxes.

6.2.3 You must provide current, complete, and accurate billing and payment information, and you must promptly update such information in the event of any changes.

6.2.4 If any payment is not successfully processed (for example, due to expiration, insufficient funds, or otherwise):

(a) We will attempt to notify you and re-process the payment;

(b) We may suspend access to the Services until payment is received;

(c) We reserve the right to terminate your Account in accordance with Clause 12 if payment is not received within 14 days of the due date.

6.3 Automatic Renewal

6.3.1 Your subscription will automatically renew at the end of each Subscription Period for successive periods of the same duration, unless you cancel your subscription before the renewal date.

6.3.2 Subscription Fees for renewal periods will be charged automatically to your designated payment method.

6.3.3 You may cancel your subscription at any time through your Account settings or by contacting us at will@outcraft.ai. Cancellation will take effect at the end of the current Subscription Period.

6.4 Fee Changes

6.4.1 We may change Subscription Fees from time to time. Fee changes will not affect your current Subscription Period but will apply to subsequent renewal periods.

6.4.2 We will notify you of any fee changes at least 30 days before the start of the renewal period to which they apply.

6.4.3 If you do not agree to a fee increase, you may cancel your subscription before the renewal date, and the fee increase will not apply to you.

6.5 Usage-Based Fees

6.5.1 Certain features or usage beyond the limits of your subscription plan may incur additional usage-based fees (such as fees per call minute, per contact, or per API call).

6.5.2 Usage-based fees, if applicable, are set out on our Website or in your subscription plan details. Usage-based fees are billed monthly in arrears.

6.5.3 We will notify you if you approach or exceed usage limits included in your subscription plan.

6.6 Refunds

6.6.1 Subscription Fees are non-refundable except:

(a) As expressly provided in these Terms (e.g., Clause 3.3.1(b) or Clause 12.3);

(b) Where required by Applicable Laws (including consumer protection laws);

6.6.2 If you are entitled to a refund, we will process the refund within 30 days of the refund becoming due. Refunds will be issued to the original payment method where possible.

6.6.3 No refunds will be provided for partial months or unused portions of the Services, except as expressly provided in these Terms.

6.7 Free Trials

6.7.1 We may offer free trials of the Services from time to time. Free trials are subject to these Terms unless otherwise specified.

6.7.2 At the end of a free trial, your Account will automatically convert to a paid subscription and your payment method will be charged, unless you cancel before the trial period ends.

6.7.3 We reserve the right to modify or cancel free trial offers at any time without notice. You are limited to one free trial per organisation unless otherwise specified.

7. DATA OWNERSHIP, PROCESSING, AND SECURITY

7.1 Customer Data Ownership

7.1.1 As between you and us, you retain all right, title, and interest (including all Intellectual Property Rights) in and to Customer Data.

7.1.2 You grant us a limited, non-exclusive, worldwide, royalty-free licence to use, process, copy, store, and transmit Customer Data solely to the extent necessary to provide the Services and perform our obligations under these Terms.

7.1.3 We will not use Customer Data for any purpose other than providing the Services, except:

(a) As required by Applicable Laws;

(b) With your prior written consent;

(c) In aggregated and anonymised form for analytics, research, and service improvement purposes (provided such data cannot reasonably be used to identify you or any individual).

7.2 Data Processing Agreement

7.2.1 To the extent that Customer Data includes personal data, the data processing relationship between you and us is governed by the Data Processing Agreement (DPA), which forms part of these Terms.

7.2.2 The DPA sets out:

(a) Our obligations as a data processor;

(b) Your obligations as a data controller;

(d) Security measures;

(e) Sub-processor arrangements;

(f) International data transfers;

(g) Assistance with data subject rights requests and data protection impact assessments;

(h) Personal data breach notification procedures.

7.2.3 You acknowledge that we may engage Sub-processors to process personal data as set out in the DPA. The current list of Sub-processors is available in the DPA.

7.3 Data Security

7.3.1 We implement and maintain appropriate technical and organisational security measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, as described in the DPA and our Privacy Policy.

7.3.2 Security measures include, but are not limited to:

(a) encryption of personal data in transit (TLS 1.3) and at rest (AES-256);

(b) role-based access controls and least-privilege principles;

(d) logging and monitoring of access and security-relevant events;

(e) regular vulnerability scanning and patch management;

(f) incident detection and response procedures;

(g) staff confidentiality obligations and security awareness training.

7.3.3 Notwithstanding our security measures, no method of transmission over the internet or electronic storage is 100% secure. We cannot guarantee absolute security of Customer Data.

7.4 Data Location and Transfers

7.4.1 Customer Data is primarily hosted and processed in the European Union (Germany) on Amazon Web Services (AWS) infrastructure.

7.4.2 Customer Data may be transferred to or accessed from countries outside the EU/EEA by Sub-processors located in third countries (including the United States).

7.4.3 For transfers outside the EU/EEA, if Customer Data includes personal data of EU-based persons, we rely on appropriate safeguards as required by GDPR, including Standard Contractual Clauses, as set out in the DPA.

7.5 Data Retention and Deletion

7.5.1 We will retain Customer Data in accordance with your instructions and the retention periods set out in the DPA.

7.5.2 You may delete Customer Data at any time through the Services' user interface or by contacting us.

7.5.3 Upon termination or expiry of these Terms, we will delete or return Customer Data as set out in the DPA (Clause 11), unless retention is required by Applicable Laws.

7.5.4 Deleted data may persist in backups for up to 90 days in the ordinary course of backup rotation, after which it will be permanently deleted.

7.6 No Use of Customer Data for AI Training

7.6.1 We do not use Customer Data (including call recordings, transcripts, or contact details) to train or improve our AI models or the AI models of our Sub-processors, except:

(a) With your express written consent; or

(b) In aggregated and fully anonymised form that cannot reasonably be used to identify you or any individual.

7.6.2 Our agreements with AI Sub-processors (including OpenAI) contractually prohibit the use of Customer Data for training purposes.

7.7 United States Data Privacy Laws
To the extent Customer Data includes personal information of California residents, the parties agree that:
(a) The Customer is a “Business” and Outcraft AI acts as a “Service Provider” under the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA);
(b) Outcraft AI shall not sell or share personal information as those terms are defined under CCPA;
(c) Outcraft AI shall process personal information solely for the purpose of providing the Services;
(d) The parties shall cooperate in responding to verified consumer requests.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Outcraft AI Intellectual Property

8.1.1 As between you and us, we (and our licensors) retain all right, title, and interest (including all Intellectual Property Rights) in and to:

(a) The Services, including all software, technology, algorithms, AI models, designs, user interfaces, and Documentation;

(b) The Outcraft AI name, logo, trademarks, and branding;

(d) Any aggregated and anonymised data derived from your use of the Services.

8.1.2 No rights are granted to you under these Terms other than the limited licence expressly granted in Clause 8.2.

8.2 Licence to Use Services

Subject to your compliance with these Terms and payment of Subscription Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to:

(a) Access and use the Services in accordance with these Terms and the Documentation;

(b) Use the Documentation solely in connection with your authorised use of the Services.

8.3 Copyright Infringement

We respect the Intellectual Property Rights of others. If you believe that any content on or through the Services infringes your copyright, please notify us at will@outcraft.ai with the following information:

(a) Identification of the copyrighted work claimed to have been infringed;

(b) Identification of the allegedly infringing material and information sufficient to locate it;

(d) A statement that you have a good-faith belief that use of the material is not authorised;

(e) A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorised to act on behalf of the copyright owner.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information

9.1.1 "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.1.2 Confidential Information includes, but is not limited to:

(a) For Outcraft AI: the Services, software, technology, algorithms, AI models, pricing, business plans, and technical information;

(b) For Customer: Customer Data, business plans, customer lists, and any information designated as confidential.9.1.3 Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of these Terms by the Receiving Party;

(b) Was rightfully known by the Receiving Party prior to disclosure;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

9.2 Obligations

9.2.1 The Receiving Party shall:

(a) Hold the Confidential Information in strict confidence;

(b) Not disclose the Confidential Information to any third party except as permitted under these Terms;

(c) Not use the Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms.

9.2.2 The Receiving Party may disclose Confidential Information:

(a) To its employees, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms;

(b) To Sub-processors, in the case of Outcraft AI, as necessary to provide the Services and subject to appropriate confidentiality obligations;

(c) To the extent required by Applicable Laws or court order, provided the Receiving Party gives the Disclosing Party reasonable advance notice (where legally permitted) and cooperates in any effort to obtain confidential treatment.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties

10.1 Each party represents and warrants that:

(a) It has the legal power and authority to enter into these Terms;

(b) These Terms constitute a legal, valid, and binding obligation enforceable in accordance with their terms;

(c) Its performance under these Terms does not and will not violate any agreement to which it is a party or by which it is bound.

10.2 DISCLAIMER OF WARRANTIES

10.2.1 THE SERVICES ARE PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND.

10.2.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;

(c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICES;

(d) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

10.2.3 WE DO NOT WARRANT THAT:

(a) THE AI SYSTEM WILL PROVIDE ACCURATE, COMPLETE, OR APPROPRIATE RESPONSES IN ALL CIRCUMSTANCES;

(b) THE SERVICES WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, SALES CONVERSION, CUSTOMER SATISFACTION, OR OTHER RESULT;

(d) THE SERVICES WILL BE COMPATIBLE WITH ALL THIRD-PARTY SERVICES, SOFTWARE, OR HARDWARE.

10.2.4 YOU ACKNOWLEDGE THAT:

(a) AI SYSTEMS ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE UNEXPECTED OR INCORRECT OUTPUTS;

(b) YOU ARE RESPONSIBLE FOR MONITORING AI PERFORMANCE AND IMPLEMENTING HUMAN OVERSIGHT;

10.2.5 Some jurisdictions do not allow the exclusion of implied warranties. If Applicable Laws prohibit the exclusion of implied warranties, the above exclusions may not apply to you, but any implied warranties will be limited to the maximum extent permitted by Applicable Laws and to the duration of any applicable express warranty.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Certain Damages

11.1.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY:

(a) INDIRECT DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR REPUTATION;

(d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.1.2 THE EXCLUSIONS IN CLAUSE 11.1.1 APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE.

11.2 Cap on Liability

11.2.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2.2 IF YOU HAVE NOT PAID ANY SUBSCRIPTION FEES (FOR EXAMPLE, DURING A FREE TRIAL), OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED €100.

The parties acknowledge that this limitation of liability is a fundamental element of the basis of the bargain and reflects a reasonable allocation of risk between the parties.

11.3 Exceptions to Limitations

11.3.1 Nothing in these Terms excludes or limits either party's liability for:

(a) Death or personal injury caused by its negligence;

(b) Fraud or fraudulent misrepresentation;

(d) Any other liability that cannot be excluded or limited under Applicable Laws.

11.3.2 The limitations and exclusions in this Clause 11 shall apply to the fullest extent permitted by Applicable Laws, including consumer protection laws.

11.4 Allocation of Risk

You acknowledge that:

(a) The limitations and exclusions of liability in this Clause 11 reflect a reasonable allocation of risk between the parties;

(b) The Subscription Fees have been set in reliance on these limitations;

(c) The limitations will apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

11.5 Third-Party Services

11.5.1 We shall have no liability whatsoever for:

(a) The performance, availability, or conduct of third-party services (including Sub-processors, telecommunications providers, and integrations);

(b) Any loss or damage arising from your use of third-party services;

11.5.2 Your sole remedy for any issues with third-party services is to pursue claims directly against the applicable third party.

11.6 Force Majeure

We shall not be liable for any failure or delay in performance of our obligations under these Terms to the extent such failure or delay is caused by events beyond our reasonable control, as set out in Clause 15.1.

12. TERM AND TERMINATION

12.1 Term

12.1.1 These Terms commence on the date you first access or use the Services or create an Account (whichever is earlier) and continue until terminated in accordance with this Clause 12 (the "Term").

12.1.2 Your subscription to the Services shall continue for the initial Subscription Period selected by you and shall automatically renew for successive periods of the same duration unless terminated in accordance with this Clause 12.

12.2 Termination for Convenience by Customer

12.2.1 You may terminate your subscription at any time by:

(a) Cancelling your subscription through your Account settings; or

(b) Providing written notice to us at will@outcraft.ai.

12.2.2 Termination for convenience by you shall take effect at the end of the current Subscription Period. You will continue to have access to the Services until the end of the paid Subscription Period.

12.2.3 You will not receive a refund of any prepaid Subscription Fees if you terminate for convenience, except as provided in Clause 3.3.1(b) or as required by Applicable Laws.

12.3 Termination for Convenience by Outcraft AI

We may terminate your subscription for convenience by providing you with at least 90 days' written notice. If we terminate for convenience:

(a) You will continue to have access to the Services during the notice period;

(b) We will refund any prepaid Subscription Fees for the portion of the Subscription Period following the effective date of termination.

12.4 Termination for Breach

12.4.1 Either party may terminate these Terms immediately upon written notice if:

(a) The other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice specifying the breach; or

(b) The other party becomes insolvent, enters administration or liquidation, ceases to carry on business, or has a receiver or administrator appointed over its assets.

12.4.2 We may suspend or terminate your Account and access to the Services immediately without notice if:

(a) You breach Clause 5 (Customer Responsibilities and Obligations), including prohibited uses;

(b) We reasonably believe your use of the Services poses a security risk or risk of harm to us, other customers, or third parties;

(d) You fail to pay any amount due within 14 days of the due date;

(e) Your Account has been inactive for more than 12 months (in which case we will provide reasonable notice before termination);

(f) We are required to do so by Applicable Laws or requests from law enforcement or regulatory authorities.

12.4.3 If we terminate or suspend your Account for breach under Clause 12.4.2:

(a) You remain liable for all Subscription Fees accrued up to the date of termination;

(b) No refund of prepaid Subscription Fees will be provided;

12.5 Effect of Termination

12.5.1 Upon termination or expiry of these Terms:

(a) Your right to access and use the Services immediately ceases;

(b) You must immediately cease all use of the Services;

(d) We will delete or return Customer Data in accordance with Clause 7.5.3 and the DPA;

(e) You remain liable for all Subscription Fees and other amounts accrued prior to termination.

12.5.2 Termination does not affect:

(a) Any rights, remedies, obligations, or liabilities that have accrued prior to termination;

(b) The survival of any provisions that are expressly or by implication intended to survive termination.

12.6 Survival

The following clauses shall survive termination or expiry of these Terms:

Clause 1 (Definitions and Interpretation), Clause 5.1 (General Responsibilities – to the extent relating to acts prior to termination), Clause 6.2 (Payment Terms – for amounts accrued prior to termination), Clause 7.1 (Customer Data Ownership), Clause 7.5 (Data Retention and Deletion), Clause 8.1 (Outcraft AI Intellectual Property), Clause 9 (Confidentiality), Clause 10.2 (Disclaimer of Warranties), Clause 11 (Limitation of Liability), Clause 12.5 and 12.6 (Effect of Termination and Survival), Clause 13 (Indemnification), Clause 14 (Compliance with Laws), and Clauses 15 to 17 (General Provisions).

12.7 Change of Cloud Services Provider

Subject to providing us with no less than 2 months’ prior written notice, you shall have the right, at any time, to require the transfer of all exportable data and digital assets to another cloud service provider, subject to the following terms and conditions:

(a) we shall initiate the process within 30 calendar days of receiving the your notice (if you provide all necessary information to us) and shall ensure completion within a transition period not exceeding 30 calendar days, unless technical constraints render this impossible;

(b) we shall act in good faith and cooperate during the transition to a new cloud services provider to ensure continuity of Services;

(c) to the extent that it is practically and technically possible, we shall delete any exportable data and digital assets from our information infrastructure either (i) after 30 calendar days have passed since the successful transfer to the new cloud services provider, or (ii) earlier, if we receive your request;

(d) the Parties agree that the exportable data does not include our Intellectual Property or Confidential Information. Under no circumstances shall we be obliged under these Terms, nor shall you be permitted, for the purposes of replacing the cloud service provider, to disclose any Confidential Information belonging to us.

(e) In the case provided for in this section, the Terms shall be deemed terminated upon completion of the cloud service provider replacement process.

13. INDEMNIFICATION

13.1 Customer Indemnification

13.1.1 You shall indemnify, defend, and hold harmless Outcraft AI, its affiliates, and their respective directors, officers, employees, agents, and contractors ("Outcraft AI Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) Your use of the Services in breach of these Terms;

(b) Your violation of any Applicable Laws;

(c) Customer Data, including any claim that Customer Data infringes or misappropriates the Intellectual Property Rights or other rights of any third party;

(d) Communications you send through the Services, including any claim that such communications violate data protection laws, marketing laws, consumer protection laws, or other Applicable Laws;

(e) Your breach of any representation, warranty, or obligation in these Terms;

(f) Any claim by a data subject or Supervisory Authority arising from your processing of personal data or failure to comply with data protection obligations;

(g) Any negligent act or omission or wilful misconduct by you or your employees, contractors, or agents.

13.1.2 Your indemnification obligations under Clause 13.1.1 shall not apply to the extent that any claim arises directly from:

(a) Our breach of these Terms;

(b) Our negligence, wilful misconduct, or fraud;

13.2 Outcraft AI Indemnification

13.2.1 We shall indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Services, when used in accordance with these Terms, infringe or misappropriate such third party's Intellectual Property Rights.

13.2.2 Our indemnification obligations under Clause 13.2.1 shall not apply to the extent that any claim arises from:

(a) Your use of the Services in breach of these Terms or not in accordance with the Documentation;

(b) Modification of the Services by anyone other than us;

(d) Customer Data or any content you provide;

(e) Third-party services (including Sub-processors).

13.2.3 If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option and expense:

(a) Procure the right for you to continue using the Services;

(b) Replace or modify the Services to make them non-infringing whilst providing materially equivalent functionality; or

(c) If neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund any prepaid Subscription Fees for the unused portion of the Subscription Period.

13.2.4 This Clause 13.2 states our entire liability and your exclusive remedy for any infringement claims.

13.3 Indemnification Procedures

13.3.1 The indemnified party ("Indemnitee") shall:

(a) Promptly notify the indemnifying party ("Indemnitor") in writing of any claim for which indemnification is sought (but failure to provide prompt notice shall not relieve the Indemnitor of its obligations except to the extent materially prejudiced);

(b) Cooperate with the Indemnitor in the defence and settlement of the claim;

(c) Grant the Indemnitor sole control over the defence and settlement of the claim, provided that the Indemnitor may not settle any claim in a manner that admits liability on behalf of the Indemnitee or imposes obligations on the Indemnitee without the Indemnitee's prior written consent.

13.3.2 The Indemnitee shall have the right to participate in the defence of any claim at its own expense and with counsel of its own choosing.

14. COMPLIANCE WITH LAWS

14.1 General Compliance

Each party shall comply with all Applicable Laws in performing its obligations under these Terms.

14.2 Data Protection Compliance

14.2.1 The parties' obligations under data protection laws (including GDPR) are set out in the Data Processing Agreement, which forms part of these Terms.

14.2.2 You acknowledge and agree that you are responsible for:

(a) Determining whether your use of the Services complies with GDPR, ePrivacy Directive, and other data protection laws applicable to you;

(b) Conducting data protection impact assessments (DPIAs) where required (relevant if Customer Data includes personal data of EU-based persons);

(d) Implementing appropriate technical and organisational measures in your own systems;

(e) Responding to data subject rights requests.

14.3 AI Act Compliance

We have assessed the AI System and determined it is not classified as "high-risk" under AI Act Annex III. However, you acknowledge that:

(a) Depending on how you deploy and use the AI System, additional AI Act obligations may apply to you;

(b) You are responsible for assessing your own compliance obligations under the AI Act;

(c) You must comply with AI Act transparency requirements (Article 50), including ensuring individuals are informed when interacting with the AI System.

14.4 Export Control and Sanctions

14.4.1 You shall not access or use the Services:

(a) In any country or territory subject to comprehensive sanctions by the European Union, United Nations, United States, or United Kingdom;

(b) If you are, or are owned or controlled by, a person or entity that is the subject of sanctions;

14.4.2 You represent and warrant that you are not located in, organised under the laws of, or owned or controlled by persons or entities located in or organised under the laws of, any country or territory subject to comprehensive sanctions.

14.5 Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws and shall not engage in any activity that would cause the other party to be in violation of such laws.

15. GENERAL PROVISIONS

15.1 Force Majeure

15.1.1 Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to:

(a) Acts of God, natural disasters, epidemics, or pandemics;

(b) War, terrorism, riots, or civil unrest;

(d) Strikes or labour disputes (other than those involving the party's own employees);

(e) Failures or disruptions in telecommunications, internet, or cloud infrastructure not caused by the party;

(f) Cyberattacks affecting third-party infrastructure.

15.1.2 If a force majeure event continues for more than 60 days, either party may terminate the affected Services upon written notice.

15.2 Notices

15.2.1 All notices required or permitted under these Terms shall be in writing and shall be deemed given:

(a) Upon delivery, if delivered personally;

(b) Upon confirmation of receipt, if sent by email;

15.2.2 Notices to you shall be sent to the email address associated with your Account.

15.2.3 Notices to us shall be sent to:

Legal Department MB Omera (Outcraft AI) V. Nagevičiaus g. 3 LT-08237 Vilnius Lithuania Email: will@outcraft.ai

15.2.4 Either party may change its notice details by providing written notice to the other party.

15.3 Entire Agreement

15.3.1 These Terms, together with the DPA and Privacy Policy, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.3.2 Each party acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in these Terms.

15.4 Amendments

15.4.1 We may amend these Terms in accordance with Clause 2.3.

15.4.2 No other amendment or modification of these Terms shall be effective unless made in writing and signed by authorised representatives of both parties.

15.5 Waiver

15.5.1 No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right, power, or remedy.

15.5.2 No waiver shall be effective unless made in writing and signed by the party granting the waiver.

15.6 Severability

15.6.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable whilst preserving the parties' intent, or if such modification is not possible, such provision shall be severed from these Terms.

15.6.2 The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect.

15.7 Assignment

15.7.1 You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent.

15.7.2 We may assign, transfer, or delegate our rights and obligations under these Terms:

(a) To an affiliate;

(b) In connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets;

provided that the assignee agrees to be bound by these Terms.

15.7.3 Any attempted assignment in violation of this Clause 15.7 shall be void.

15.8 No Partnership or Agency

15.8.1 Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, agency, or employment relationship between the parties.

15.8.2 Neither party has authority to bind the other or to contract in the name of or create any liability against the other.

15.9 Third-Party Rights

15.9.1 These Terms are for the benefit of the parties only and do not create any rights enforceable by third parties, except:

(a) Our affiliates, directors, officers, employees, agents, and contractors may rely on and enforce the limitations of liability and indemnities in their favour; and

(b) As expressly provided in the Data Processing Agreement regarding data subjects.

15.9.2 The parties may amend or terminate these Terms without the consent of any third party.

15.10 Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflicts of law principles.

15.11 Jurisdiction

15.11.1 The courts of Vilnius, Lithuania shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms (including disputes relating to non-contractual obligations).

15.11.2 Notwithstanding Clause 15.11.1, we may seek injunctive or other equitable relief in any court of competent jurisdiction to protect our Intellectual Property Rights or Confidential Information.

15.12 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

15.13 Interpretation of Limitations

15.13.1 The limitations and exclusions of liability in these Terms shall be interpreted and enforced to the maximum extent permitted by Applicable Laws.

15.13.2 If any court or authority determines that any limitation or exclusion is not enforceable, such limitation or exclusion shall be deemed modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, such limitation or exclusion shall be severed without affecting the enforceability of the remaining limitations and exclusions.

16. MARKETING AND PUBLICITY

The Customer grants Outcraft AI a non-exclusive, worldwide, royalty-free right to use the Customer's name, logo, and general description of the services provided for marketing and promotional purposes, including on Outcraft AI's website, sales materials, presentations, and other marketing channels.

Outcraft AI shall not disclose any confidential information or sensitive business data of the Customer in such use.

Any detailed case studies, testimonials, or use of specific performance data (including screenshots, metrics, or results) shall be subject to the Customer's prior written approval, which shall not be unreasonably withheld or delayed.

If the Customer prefers not to have its name or logo used for marketing purposes, it may notify Outcraft AI in writing, and Outcraft AI will promptly cease such use.

17. CONTACT INFORMATION

If you have any questions about these Terms or the Services, or if you need to provide notices under these Terms, please contact us:

General Enquiries and Support: Email: will@outcraft.ai

Legal and Contractual Matters: Email: will@outcraft.ai

Data Protection and Privacy: Email: will@outcraft.ai

Postal Address: MB Omera (Outcraft AI) V. Nagevičiaus g. 3 LT-08237 Vilnius Lithuania Company Code: 307358184

Website: www.outcraft.ai

18. ACCEPTANCE

18.1. BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, OR CLICKING "I ACCEPT" OR "I AGREE" (OR SIMILAR BUTTON OR CHECKBOX), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

18.2 IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

END OF TERMS AND CONDITIONS

Document Version: 1.0 Effective Date: Feb 22, 2026 Last Updated: Jan 2, 2026