SERVICE AGREEMENT (PUBLIC OFFER)

FOTBO.AI

1. Definitions

1.1. FOTBO.AI: private limited liability company Podaon SIA (registration number: LV40103450338), registered at: Rīga, Raņķa dambis 30 - 110, LV-1048, operating under these Terms of Service, hereinafter referred to as FOTBO.AI.

1.2. CLIENT: the counterparty of FOTBO.AI, being a natural person or legal entity that has registered on the Platform, hereinafter referred to as the CLIENT.

1.3. Services: services procured by the CLIENT from FOTBO.AI as specified in the (online) order (also referred to as the agreement).

1.4. Terms of Service: the Terms of Service ('TOS') incorporate the provisions of the general terms and conditions, as well as policies and guidelines governing the conditions of use of the Services.

1.5. Platform: the FOTBO.AI software platform, accessible via the website, which enables the CLIENT to build websites and web applications using artificial intelligence.

1.6. AI Output: any code, content, text, images, or other materials generated by the artificial intelligence functionalities of the Platform.

1.7. Client Data: any content, code, text, images, files, or other data that the CLIENT uploads, inputs, or creates through the Platform. Client Data does not include Usage Data.

1.8. Credits: prepaid units purchased by the CLIENT for the purpose of accessing and using the Platform. Credits are consumed as the CLIENT uses the Services.

1.9. Usage Data: telemetry, logs, performance metrics, and other technical data generated in connection with the use of the Services.

1.10. Subdomain: a website address provided by FOTBO.AI within the Platform's domain for the purpose of hosting the CLIENT's projects.

2. Pricing and Payment

2.1. The billing cycle of FOTBO.AI is 672 hours (28 days).

2.2. In order to use the Services, the CLIENT shall pay FOTBO.AI the current service fee as specified in the (online) order.

2.3. All prices are quoted in EUR exclusive of VAT, third-party fees (such as bank charges or fees imposed by (online) payment service providers), and any other taxes or levies imposed by governmental authorities.

2.4. FOTBO.AI reserves the right to amend the fees charged to the CLIENT. The CLIENT shall be notified of such amendments by email and/or through the FOTBO.AI website no less than one (1) month prior to the date on which such amendments take effect. The CLIENT shall have the right to terminate the agreement effective as of the date such amendments take effect, provided that the amendment constitutes a price increase.

2.5. In the event of non-payment of service fees, the Services shall be temporarily suspended. In order to resume use of the Services, the CLIENT shall be required to settle the outstanding payment.

2.6. FOTBO.AI reserves the right to permanently terminate the provision of Services in the event that Services have been suspended due to non-payment and the requisite payment has not been received. If payment is not made, the Services shall be deleted within 7 days.

2.7. Credits and Separate Balances: Credits are prepaid, non-refundable, and may not be exchanged for monetary value. Credits constitute a limited licence to access the Services and shall not be construed as deposits, stored value, or financial instruments.

2.8. Credits Validity: Unused Credits may be carried over to the following billing cycle in accordance with the terms of the CLIENT's tariff plan. Promotional Credits expire at the end of the billing cycle and are not subject to carryover.

2.9. Taxes: The prices displayed on the website do not include applicable value added tax (VAT). For CLIENTs who are natural persons domiciled within the European Union, FOTBO.AI shall collect and remit VAT at the rate applicable in the CLIENT's country of residence, in accordance with the EU VAT rules (OSS scheme). For CLIENTs who are legal entities holding a valid VAT identification number registered within the EU, the reverse charge mechanism shall apply, and VAT shall not be included in the price. CLIENTs located outside the EU shall be solely responsible for the payment of any applicable local taxes or levies.

3. Term and Termination

3.1. The agreement is concluded for a definite term, unless the nature of the agreement indicates otherwise.

3.2. Upon expiry of the term, the agreement shall be automatically renewed for the same period as the initial term, unless either party notifies the other party in writing of its intention not to renew. The notice period shall be no less than one (1) day.

3.3. FOTBO.AI reserves the right to (partially) suspend performance of its obligations or to terminate the agreement in the event that:

— the CLIENT fails to fulfil its obligations under the agreement, in whole or in part, or fails to comply with applicable deadlines;

— FOTBO.AI has reasonable grounds to believe that the CLIENT will be unable to fulfil its obligations, based on information received after conclusion of the agreement.

3.4. Upon termination or expiry of the agreement:

— FOTBO.AI shall cease the provision of all Services;

— FOTBO.AI shall be entitled to erase and delete all Client Data from its infrastructure;

— FOTBO.AI shall be entitled to make the infrastructure available to other CLIENTs.

3.5. The competent courts of Latvia shall have exclusive jurisdiction to hear, determine, and resolve any actions, claims, or proceedings, and to settle any disputes arising in connection with the agreement.

3.6. FOTBO.AI reserves the right to unilaterally amend the agreement and any related documentation.

3.7. FOTBO.AI reserves the right to suspend an account if the user has been inactive for a period exceeding 12 months.

4. Acceptable Use

4.1. The following activities are strictly prohibited: brute-force attacks, port scanning, spamming, and any form of support for hacking, cracking, phishing, or any other unlawful activity conducted over the internet.

4.2. The storage of any computer viruses on the allocated storage space is strictly prohibited.

4.3. Cryptocurrency mining is strictly prohibited.

4.4. With respect to Services subscribed to under a FREE tier plan, FOTBO.AI reserves the right to terminate the provision of such Services and delete the associated server in the event of any inactivity on the part of the CLIENT.

4.5. VPN and proxy services may only be hosted for personal use. The hosting of public or commercial VPN/proxy services is strictly prohibited.

4.6. The use of the Services for the purpose of conducting distributed denial-of-service (DDoS) attacks, engaging in any other malicious activity, or undertaking any action prohibited under the laws of Latvia is strictly prohibited.

4.7. FOTBO.AI reserves the right to throttle bandwidth to 10–100 Mbps or to block a server in the event of sustained elevated network activity resulting in network equipment utilisation exceeding 90%, or in the event of traffic exceeding 10 TB for VPS/VDS servers or 100 TB for dedicated servers.

4.8. FOTBO.AI reserves the right to throttle or block the operation of a virtual server in the event of sustained high CPU utilisation exceeding 90%.

4.9. All complaints received shall be forwarded to the CLIENT with a specified response deadline. In the event that a server has been suspended following a complaint alleging a breach, and no remedial action has been taken within 7 days, FOTBO.AI reserves the right to release and/or delete the server.

4.10. FOTBO.AI reserves the right to refuse service to any CLIENT if, in FOTBO.AI's sole discretion, the CLIENT's content or software is unlawful, obscene, threatening, or in breach of these Terms of Service.

4.11. The distribution of materials protected by copyright without the authorisation of the rightsholder is strictly prohibited.

4.12. The hosting of online casinos, slot machines, or gambling services without a valid licence is strictly prohibited.

4.13. The creation of multiple accounts by a single account holder for the purpose of circumventing a suspension is strictly prohibited.

4.14. The following activities are strictly prohibited:

— reverse engineering, decompiling, disassembling, or otherwise attempting to extract the source code, models, or algorithms of the Platform;

— circumventing or disabling any security measures, usage controls, or access controls;

— using AI Output or prompts for the purpose of training, developing, or improving competing AI models;

— representing AI Output as having been created by a human in contexts where such representation could cause harm or be misleading.

4.15. Intellectual Property: FOTBO.AI (and its licensors) retain all rights, title, and interest in and to the Platform, including all underlying software, technology, databases, models, and algorithms. Except for the limited licence expressly granted to the CLIENT, all rights are reserved to FOTBO.AI.

5. Subdomain and Username Management

5.1. FOTBO.AI retains all proprietary rights over the Platform's domain and all associated subdomains.

5.2. FOTBO.AI reserves the right, at its sole discretion, to revoke, reassign, suspend, or terminate any subdomain at any time, including but not limited to:

— for the prevention of trademark infringement or consumer confusion;

— in the event of a breach of these Terms of Service or Platform Policies;

— for technical, operational, or commercial reasons.

5.3. As a general rule, FOTBO.AI shall provide the CLIENT with no less than 7 days' prior written notice before revoking a subdomain, except in cases requiring urgent remediation of a breach, compliance with applicable law, or response to a security threat.

5.4. The CLIENT shall have no proprietary, possessory, or other right or interest in any particular subdomain. The revocation of a subdomain shall not give rise to any right to a refund or other form of compensation.

5.5. For business-critical projects, the CLIENT is advised to use their own custom domain.

5.6. The same terms and conditions shall apply to usernames. FOTBO.AI reserves the right to revoke a username that violates Platform Policies or infringes the rights of third parties.

6. Disclaimer of Liability for AI Output

6.1. The Platform may utilise artificial intelligence models to generate code, content, and other outputs ("AI Output"). AI Output may contain errors, inaccuracies, or other deficiencies and must not be used without independent verification and testing.

6.2. The CLIENT assumes sole and full responsibility for reviewing, validating, and using any AI Output.

6.3. The CLIENT agrees not to rely on AI Output for critical or high-risk functions (including, without limitation, medical, legal, financial, or safety-related purposes) without implementing appropriate safeguards.

6.4. AI Output may be similar or identical to content generated for other users submitting comparable prompts. FOTBO.AI makes no warranty or representation as to the uniqueness, accuracy, or fitness of AI Output for any particular purpose.

7. Miscellaneous Provisions

7.1. In accordance with applicable data protection legislation, the CLIENT's personal information shall be treated as confidential.

7.2. FOTBO.AI reserves the right to suspend the Services and the CLIENT's access thereto for the purposes of maintenance.

7.3. The CLIENT acknowledges that FOTBO.AI periodically performs scheduled and emergency maintenance to ensure the continuous and uninterrupted operation of the Services, network, and data centre infrastructure.

7.4. FOTBO.AI reserves the right to migrate the Services and to (temporarily) suspend the Services in connection with such migration.

7.5. FOTBO.AI does not warrant the uninterrupted availability of the Services or the absence of errors in the software or other materials provided. However, FOTBO.AI shall use commercially reasonable efforts and take necessary measures to prevent and remedy errors.

7.6. FOTBO.AI shall not be liable for any direct or indirect loss or damage suffered by the CLIENT in connection with the use of, or inability to use, the Services.

7.7. FOTBO.AI shall not be liable for the quality of public communications networks used to access the Services.

7.8. The CLIENT assumes full responsibility and all risks associated with the use of internet-based services.

7.9. The CLIENT assumes sole responsibility for the security of their password and any losses arising from unauthorised use thereof.

7.10. FOTBO.AI shall not be liable for the acts or omissions of third parties that result in the theft of a password and/or the loss of information.

7.11. FOTBO.AI shall be under no obligation to notify third parties of the termination of the CLIENT's access to the Services.

7.12. FOTBO.AI shall only process requests submitted by the CLIENT from the CLIENT's registered contact email address or through the CLIENT's personal account on the official FOTBO.AI website.

7.13. In exceptional circumstances, the CLIENT may be requested to complete a verification procedure by confirming their telephone number via an inbound call from an FOTBO.AI operator.

7.14. All payment information provided by the CLIENT to FOTBO.AI must be complete, accurate, and truthful.

7.15. The CLIENT warrants that the funds used to pay FOTBO.AI have been obtained lawfully, are freely transferable, and are not connected with any criminal activity, money laundering, or the financing of terrorism.

7.16. Consent to Use of Data for AI Model Training: By default, FOTBO.AI may use prompts, uploaded files, created websites, AI Output, and other data that the CLIENT inputs or creates through the Platform for the purposes of improving the performance of the service, the quality of generation, security, testing, and the training and refinement of AI models. The CLIENT may withdraw their consent to such use at any time by toggling the relevant switch in the Settings — Privacy section of their account. Following the disabling of this setting, the CLIENT's data shall not be used for the aforementioned purposes. The withdrawal of consent shall not apply retroactively to data already processed prior to the date of disabling.

7.17. Ownership of Created Websites: The CLIENT retains all rights, title, and interest in and to all websites, web applications, and other content created using the Platform, including AI Output generated for the CLIENT. FOTBO.AI makes no claim of ownership over the CLIENT's projects. All rights in and to the underlying technologies, models, and algorithms of the Platform remain vested in FOTBO.AI.

7.18. The CLIENT shall have the right at any time to submit a request for the deletion of their personal data (including name, email address, and payment information) by contacting the support team. FOTBO.AI undertakes to delete the CLIENT's personal data within 30 days of receipt of such a request, with the exception of data that FOTBO.AI is required to retain under applicable legal obligations.

7.19. The CLIENT shall have the right at any time to delete their account and all associated projects via the Settings — Danger Zone section. Following the deletion of an account, the restoration of data and projects shall not be possible. Any unused Credits at the time of account deletion shall be non-refundable.

7.20. FOTBO.AI shall not be liable for any personal data of third parties that the CLIENT independently inputs into prompts, uploads in files, or otherwise transmits through the Platform. The CLIENT assumes sole and full responsibility for compliance with applicable data protection legislation in connection with their use of the Platform, including ensuring that an adequate legal basis exists for the processing of any third-party personal data.

8. Refunds

8.1. Subscription Cancellation: The CLIENT may cancel their subscription at any time through the Settings — My Subscription section of their personal account. Upon cancellation, access to the paid features shall be maintained until the end of the current billing cycle, following which no further charges shall be made and the subscription shall not be renewed. No refund shall be issued in respect of the current billing cycle already paid for at the time of cancellation.

8.2. Non-Refundability of Additional Credits: Any Additional Credits purchased by the CLIENT are strictly non-refundable.

9. Governing Law and General Provisions

9.1. All agreements between the CLIENT and FOTBO.AI shall be governed by and construed in accordance with the laws of Latvia.

9.2. The competent courts of Latvia shall have exclusive jurisdiction to hear, determine, and resolve any actions, claims, or proceedings, and to settle any disputes arising in connection with these Terms of Service.

9.3. These Terms of Service (TOS) are available upon request from FOTBO.AI and are also available for review and download on the FOTBO.AI website.

9.4. Depending on the circumstances, either the most recent version of these Terms of Service or the version in force at the time the legal relationship with FOTBO.AI was established shall apply.

9.5. FOTBO.AI reserves the right to unilaterally amend (in whole or in part) the agreement and any related documentation.

9.6. Notices: FOTBO.AI may deliver notices to the CLIENT by email to the address associated with the CLIENT's account, or via in-Platform notifications. Notices shall be deemed received at the time of dispatch.

Podaon SIA (FOTBO.AI) | Rīga, Raņķa dambis 30 - 110, LV-1048 | [email protected]