HELPINER - TERMS OF SERVICE

Version: 1.0

Effective from: 27 March 2026

Please read these Terms of Service, the Privacy Policy available at https://helpiner.com/privacy-policy, and all other documents referred to herein (collectively, the "Terms") carefully before you start using the Service. When you sign the respective order form, start using the Service or click to agree to these Terms of Service when this option is made available to you, you conclude an agreement on use of the Service with Helpiner (the "Agreement") which includes the Terms. If you do not agree to the Terms, you must not access or use the Service.

1. DEFINITIONS

1.1. "Helpiner" refers to the company monit s.r.o., with registered office at Skorkovského 1643/115, Židenice, 636 00 Brno, Czech Republic, ID number: 26981742, incorporated under the laws of the Czech Republic, registered at the Regional Court in Brno, under file no. C 49763.

Single point of contact: e-mail: info@helpiner.com, language of communication: Czech and English

1.2. Pronouns "you" and** "user"** refer to you as a user of the Service. If you are using the Service on behalf of a company, then you, as an individual, represent that you have authority to bind that company to the Agreement and "you" refers to that company. The Service is currently not provided to so called "consumers" as defined by the Czech Civil Code, however, should you, as a consumer, wish to use the Service, please contact us at info@helpiner.com and we can explore the possibilities together.

Users fall into one or more of the following categories:

a) "Paying Users" use the Service based on a Subscription purchased by the user and permitting that user to create and configure Service so that other users ("Authorized Users") may use the Service under your Subscription.

b) "Demo Users" use Service under demo version provided by Helpiner (if applicable), which includes a limited allowance of AI credits (tokens) for testing purposes. The demo AI Tokens are non-renewable and cannot be purchased. Once the demo Tokens are exhausted, continued use of Service requires an upgrade to a paid Subscription, which is billed on monthly or annual basis in accordance with current pricing.

1.3.** "Affiliate"** of a person is any person that controls, is controlled by, or is under common control with, such person. The term "control" (or "controlled by") means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

1.4.** "AI token" **is described at http://helpiner.com/ai-tokens. Pricing and usage limits of AI tokens which are included in specific Subscription based on the type of AI token are listed in the currently applicable price list. AI token usage is shared between all your Authorized Users.

1.5. "Documentation" refers to all texts and materials available on the Website which describe the features of the Service, requirements for its use, integration, configuration, support, or maintenance.

1.6. "Resultant Data" are data related to your use of the Service, including statistical and performance data related to operation of the Service.

1.7. "Service" means the content and services of AI-powered voice automation for business provided through https://helpiner.com (the "Website") or through mobile applications available in mobile stores Android Google Play and Apple App Store (the "Mobile Apps") in particular.

1.8. "Subscription" is any of the paid subscription plans offered by the Helpiner as described on the Website (especially in the price list) for a specific period of time.

1.9. "Third-Party Materials" are materials, documents, data, products, services, or software that were not created by Helpiner, including open-source software, such as different third party connectors, use of N8N, use of MS Azure and their language models, etc.

1.10. "Your Data" are data, instructions, materials, and other content that is provided by you, or that Helpiner receives by or through the Service. Your Data does not include Resultant Data.

2. SERVICE

2.1. Implementation. Unless stated otherwise, the implementation of the Service shall be done by you based on the Documentation provided on the Website. If you request Helpiner to perform the implementation, deployment, or modifications of the Service, such services shall be charged at hourly rate agreed in the respective order form. Similarly, if you request anything, which is not included in your Subscription (such as custom tenant in the MS Azure for more in-depth adjustments of the Service), it can only be provided upon agreement by Helpiner and with a condition that you bare related costs (one-time as well as ongoing) of such request. If you order the service under the Enterprise or Business Subscription, the implementation follows the process as described at https://helpiner.com/#implementation. For lower tier Subscriptions, you may request such process, but it's up to Helpiner's sole discretion whether to uphold such request or not and for what agreed remuneration.

2.2. Use and Reservation of Rights. Subject and conditioned on your compliance with the Agreement, Helpiner hereby grants you a non-exclusive, non-transferable right to use the Service during the term of the Agreement. Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Service, or Third-Party Materials. All rights to the Service and the Third-Party Materials are and will remain with Helpiner and the respective rights holders. You do not acquire any rights except as expressly set forth in this Section or in the applicable Third-Party license terms. By entering into the Agreement or, as the case may be, by creation of such data, you assign to Helpiner all rights relating to the Resultant Data. Helpiner reserve the right to make changes to the Service that Helpiner deems necessary or useful to comply with applicable law, enhance the quality of Service, cost efficiency or performance.

2.3.** Suspension or Termination**. Helpiner may suspend, terminate, or otherwise deny your access to or use of the Service, if:

a) Helpiner receives a judicial or governmental request or order that requires Helpiner to do so, or if Helpiner becomes aware that such an authority has enacted a new, or modified an existing, law, regulation, interpretation or decision that would make Helpiner performance of the Agreement unlawful or otherwise illegal, or

b) you have failed to comply with the Agreement or used the Service beyond the scope of rights granted or for a purpose not authorized under the Agreement; or that you are currently involved in, or previously been involved in, fraudulent or unlawful activities, or

c) you do not pay the fees when due.

2.4. Demo. If Helpiner provides you a demo Service period to test the Service (non-production version for testing and evaluation purposes and for a limited period of time), you agree with limitations of the demo Service as listed in the currently applicable price list on the Website (such as limited amount of AI tokens without an option to purchase additional limits, no support, use only of the API connections chosen and listed by Helpiner in the currently applicable price list, etc.) These Terms apply adequately to the use of demo Service, however, Helpiner has no liability stemming from your use of the demo Service and Article 11 of this Agreement and other related provision (such as termination based on Section 10.2. letter b) shall not apply to demo Service.

2.5. SLA. If your Subscription includes SLA and unless different scope is agreed upon in the respective order form, the SLA includes support activities as listed in Annex 1 - Service Level Agreement.

3. USE RESTRICTIONS

3.1. Use Restrictions. You may not, and may not permit any other person to, access or use the Service except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license terms. You shall not in particular, but not exclusively:

a) make the Service available to anyone other than as permitted by your Subscription,

b) rent, sublicense, re-sell, assign, distribute, time share, or similarly exploit the Service (including allowing persons to access the Service as guests instead of acquiring own Subscription),

c) reverse engineer, copy, modify, adapt, or hack the Service,

d) access the Service, the Documentation, or Helpiner confidential Information to build a competitive product or service; or

e) allow Subscription to be shared or used by more Authorized Users than is permitted by your Subscription, bypass or breach any security used by the Service or access or use the Service other than through the use of your own then valid access credentials,

f) upload, transmit, or otherwise provide to or through the Service, any information or materials that is unsolicited advertisement or content (i.e., "spam"), unlawful or contains or activates any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other user from accessing or using the Service),

g) damage, disable, interfere with, or otherwise harm the Service, or Helpiner's provision of Service, or

h) access or use the Service in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.

3.2. Sanctions. Service is offered to users who are not a target of any sanction's regime, and do not reside in, nor will access the Service from a country from which such access is prohibited under any applicable sanction's regime or export control laws. By using the Service, you represent that you meet the foregoing requirements. If you do not meet these requirements, you must not access or use the Service. Helpiner reserves the right to limit the availability of the Service to any person, entity, geographic area, or jurisdiction at any time.

4. USER OBLIGATIONS

4.1.** Corrective Action**. If you become aware of any activity prohibited by the Terms, you must immediately take all reasonable measures within your respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Service and notify Helpiner of any such actual or threatened activity.

4.2. User Responsibility. You are solely responsible for:

a) meeting the requirements set out in the Documentation. If you do not meet the requirements, the Service may not function properly,

b) legality of processing of Your Data. In particular, you are responsible for ensuring that you are entitled to provide Helpiner with all Your Data and that Helpiner use and processing of Your Data for the purpose of providing the Service does not infringe any Third-Party rights, in particular intellectual property rights or privacy rights or obligations under any law or regulation. You are required to inform persons whose personal and other data you transfer to Us of such transfer, and to obtain consent to such transfer of personal data where necessary,

c) use, security, and protection of access details from unauthorized use; and

d) tutoring your Authorized Users as to responsible AI token usage to avoid unnecessary overspending as well as ongoing checks of the current usage in your user account,

e) all access to and use of the Service through your systems or the access details, including all results obtained from such access or use (incl. proper human verification of results) and all conclusions, decisions and actions based thereon.

5. FEES AND PAYMENT

5.1. Subscription. Subscriptions may be purchased directly through the Service. By completing the purchase and paying the Subscription fee, the Subscription is deemed ordered and accepted. An order form is required only for custom, or other individually negotiated Subscriptions, as mutually agreed order form. Subscription fees are based on annual or monthly periods (or pro rata portions of such periods, calculated on a daily basis) that begin on the Subscription start date, which is the date the Subscription fee is successfully paid. Subscriptions are sold in tiers based on the number of Authorized Users, included AI token usage limits, API connection usage limits, and other factors according to the price list and description for each Subscription tier. Subject to Helpiner's approval, a Subscription may be upgraded to a higher tier during the applicable Subscription term. Any such upgrade will be charged otherwise. Downgrades to a lower Subscription tier are not permitted during the current Subscription term.

5.2. Fees. You shall pay Helpiner the fees in accordance with the currently effective price list available at address https://helpiner.com/#plans ("price list") up-front for the whole duration of the Subscription. Helpiner may change the price list, institute new fees, or increase the fees for next renewal term by providing written notice to you prior to the commencement of such next term. The obligation to pay the fees is not tied to your actual use of the Service. In the event that you do not use the Service or exhaust (for example) all API connections or all AI tokens available under your Subscription, this shall not affect Helpiner right to payment of the fees in full and these unused units are not transferred to the next relevant period. Unless expressly set forth herein, the fees are non-cancellable and non-refundable. For annual Subscriptions, Helpiner generally provides better pricing conditions than by paying each month separately.

5.3. Taxes. All fees and other amounts payable by you are exclusive of taxes and similar assessments, unless applicable law requires such taxes to be charged by the Provider. Where applicable law requires value added tax (VAT) to be charged by Provider, the fees include VAT. Where the VAT reverse charge mechanism applies, or where VAT is not required to be charged by the Provider, the fees do not include VAT which shall be paid by the user on top of the stated amounts. Without limiting the foregoing, you are responsible for sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder.

5.4. Payment. Payments for Subscription are processed via Stripe, a third-party payment service provider. Subscription fees are charged on a monthly or annual basis, depending on selected Subscription plan. Invoices and payments are generated and sent automatically by Stripe upon successful payment. In case of Subscription term renewal, the Subscription fee is charged automatically in advance for the upcoming Subscription term. For excessive use, extra API connections exceeding your Subscription limit, AI token usage exceeding your Subscription limit, and any additional services ordered during the Subscription period, the user will be notified through the Service. Continued use beyond such limits may require additional payment. If the required payment is not completed, Helpiner reserves the right to suspend or limit access to the Service until payment is made.

5.5. Late Payment. If you fail to make any payment when due, then Helpiner may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law, and you shall reimburse Helpiner for all costs incurred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

5.6. Fair Use Policy. You may use the Service only to the extent that is reasonable in relation to your Subscription. At most, you may use the Service by the number of Authorized Users and within the usage limits of the respective Subscription. The Service Provider may, upon providing at least 30 days' prior written notice, access the Client's premises and relevant systems during normal business hours to audit and verify compliance with the usage limits set forth in this Agreement. Unless the parties agree otherwise within 30 days of the day when the user is found to have used the Service in excess, the user will pay Helpiner the fees for such excessive use calculated as the amount of such excess in percentage multiplied by the fees of currently effective most expensive Subscription plan.

6. CONFIDENTIALITY

6.1. Confidential Information. In connection with the Agreement each party as a "Disclosing Party" may disclose or make available Confidential Information to the other one as a "Receiving Party". "Confidential Information" is any information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.

6.2. Exclusions. Confidential Information does not include information that:

a) was known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement;

b) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with this Agreement;

c) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

6.3.** Protection of Confidential Information**. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and

b) except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein.

6.4. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.

6.5. Term. Each Party's obligations under this Section 6 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any confidential information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.

7. REPRESENTATIONS AND WARRANTIES

7.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.

7.2. Your Additional Warranties. You represent and warrant to Helpiner that you own the necessary rights and consents relating to Your Data so that, as received by Helpiner and processed in accordance with the Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

7.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 AND THE SLA IN ANNEX 1 (if included in your Subscription), THE SERVICE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, Helpiner SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HELPINER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. Service does not replace the need for you to maintain regular data backups or redundant data archives. HELPINER HAS NO OBLIGATION OR LIABILITY FOR DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

8. INDEMNIFICATION

8.1. Indemnification. You shall indemnify, defend, and hold harmless Helpiner and its Affiliates from and against any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys' fees and the costs of enforcing any right to indemnification hereunder incurred resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from:

a) Your Data, including any processing of it by or on behalf of Helpiner in accordance with the Agreement;

b) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under the Agreement; or

c) negligence or more culpable act or omission (including recklessness or wilful misconduct) by you, or any third party on behalf of you, in connection with the Agreement.

8.2.** Indemnification Procedure**. The party seeking indemnification ("Indemnitee") shall cooperate with the other party ("Indemnitor") at the Indemnitor's cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate.

9. LIMITATION OF LIABILITY

9.1. EXCLUSION OF DAMAGES. PARTIES AGREE THAT TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW (INTENTIONAL OR GROSS NEGLIGENT CONDUCTS SHALL NOT BE LIMITED), IN NO EVENT WILL ANY PARTY OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.2. Helpiner is not responsible for AI-generated outputs. Users are responsible for reviewing and verifying such content before use, and Helpiner shall have no liability for any issues arising from their use, to the maximum extent permitted by law.

9.3. CAP ON MONETARY LIABILITY. PARTIES AGREE, THAT TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW (INTENTIONAL OR GROSS NEGLIGENT CONDUCTS SHALL NOT BE LIMITED), IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ANY PARTY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED 100% THE TOTAL AMOUNTS PAID TO HELPINER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. TERM AND TERMINATION

10.1. Term.

a) the Agreement is concluded for an indefinite period of time. Termination of the Agreement also means termination of any currently effective Subscription.

b) initial Subscription term commences on the Subscription start date (i.e. the day when the Subscription fee is paid based on mutually signed order form) and unless terminated earlier pursuant the Agreement's express provisions, it will continue for the agreed Subscription term. Subscription term will automatically renew for additional successive Subscription term of the same length and tier as the previous one unless earlier terminated pursuant to the Agreement's express provisions or either party gives the other party written notice of non-renewal at least on the last day of the then-current term. Each renewal term is subject to payment of relevant fees.

10.2. Termination. In addition to any other express termination right set forth in the Agreement:

a) either party may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, and

b) Helpiner may terminate the Agreement, effective on written notice, if you: (i) fail to pay any amount when due hereunder, (ii) breach any obligations or restrictions under Sections 3 or 4, (iii) file, or have filed against you, a petition for voluntary or involuntary bankruptcy or otherwise become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors; or apply for or have appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.3. Data Act.

a) If and to the extent that the Services qualify as a data processing service within the meaning of Regulation (EU) 2023/2854 of the European Parliament and of the Council on harmonised rules on fair access to and use of data (the "Data Act"), the Customer established in the EU is entitled to terminate the Agreement for the purpose of initiating a switching of the provider of such service, including migration to its own on-premises infrastructure, by written notice delivered to the Supplier.

b) In such case, the Parties shall follow the switching procedure set out in Annex No. 2 to these Terms and Conditions. If, as of the date of termination of the Agreement, the Customer has an active subscription or other contractual commitment with an agreed term exceeding the notice period or the Transition Period (as defined in Annex No. 2), if it was initiated, the Provider is entitled to claim a contractual penalty for early termination of the Agreement. The amount of the contractual penalty shall correspond to the price the Customer would have paid had it continued using the Services until the end of the agreed subscription term or other commitment, and such penalty shall be invoiced after termination of the Agreement.

c) For the avoidance of doubt, any unused credits (Tokens) on the Customer's user account or any other performance provided under purchased service packages shall not be refunded to the Customer and are also counted as contractual penalty under this Article.

d) If the notice period or the Transition Period exceeds the period for which the Customer has an active subscription or other contractual commitment with an agreed term, the provision of the Services shall continue for such period at a price corresponding to the proportional part of the monthly price of the Services according to the price list valid on the date of delivery of the termination notice. Such Services shall be invoiced to the Customer at Provider's discretion monthly or after termination of the Agreement.

10.4. Effect. Upon termination of the Agreement, except as expressly otherwise provided herein:

a) rights granted by Helpiner to you hereunder will immediately terminate,

b) Helpiner may upon lapse of 30 calendar days from termination of the Agreement ("retrieval period") destroy and permanently erase all Your Data and Confidential Information, provided that, for clarity, this obligation does not apply to any Resultant Data; you may also request that such destruction and erase must take place at the end of such period and Helpiner is obliged to upheld such request.

c) You shall immediately cease all use of the Service and within 15 days, or at Helpiner written request permanently erase Helpiner Confidential Information from all your systems, and certify to Helpiner in writing that you have complied with this obligation,

d) (i) if you terminate the Agreement pursuant to Section 10.2 (a), you will be relieved of obligation to pay the fees attributable to the period after the effective date of such termination, (ii) if you terminate the Agreement pursuant to Section 10.2 (b), you will be relieved of obligation to pay the fees attributable to the period after the effective date of such termination, however, if you benefited from a discounted annual price (based on annual billing), Helpiner shall, as a sanction for your early termination, deduct from the refunded price, the relevant part of the discount for annual billing (calculated as 1/12 of the discount listed in the order form for each commenced month of the Subscription until termination of the Agreement), (iii) in all other cases all fees that would have become payable had the Subscription remained in effect until expiration of the current Subscription term will become immediately due and payable, and you shall pay such fees, together with all previously accrued but not yet paid fees. You shall pay the amount on receipt of Helpiner's invoice therefor.

10.5. Surviving Terms. The rights and obligation of the parties in the Agreement that, by nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.

11. FINAL PROVISIONS

11.1. Entire Agreement. Agreement constitutes our sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order: (i) order form, (ii) Terms of Service, (iii) remaining documents in order of their appearance in the Terms.

11.2. Forming of the Agreement. Parties mutually and expressly confirm that they had option to negotiate conditions of this Agreement and include relevant deviations from the Terms in the order form.

11.3. Mobile Distribution Platforms. If you use the Service through Mobile Apps, the conditions in Annex 3 - Rules of Operators of Mobile Distribution Platforms apply to you.

11.4. DSA. As the Service (or its part) may fall under the EU Digital Services Act, the relevant obligations are included in Annex 4 - User Content.

11.5. Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under the Agreement, without prior written consent of the other party, provided that Helpiner may assign the Agreement as a whole without your prior written consent to any Helpiner's Affiliate.

11.6. Force Majeure. In no event will Helpiner be liable for any failure or delay in performance of the Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Helpiner reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Helpiner may terminate the Agreement if a force majeure event continues for a period of 30 days or more.

11.7. Changes. Helpiner may amend the Terms at its sole discretion. Helpiner will notify the changes by email. All changes shall take effect on the date specified, which shall be at least 30 days from the date of notification of the changes and shall apply to all subsequent use of the Service. If you do not agree to the changes, you may terminate the Agreement effective upon the expiration your currently effective Subscription term, which notice must be delivered to the Supplier prior to the effective date of the change. In the event of notice under this paragraph, the Terms currently in force shall apply during the notice period. Your continued use of the Service after the effective date shall mean that you accept and agree to the changes.

11.8. Notices. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other Party, or by other electronic means agreed by the parties.

11.9. References. Helpiner may place your trade name, logo, trademark or any other trade name on the Website in the references section and use it in its reference marketing documents.

11.10. Severability. If any term or provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, parties shall negotiate in good faith to modify the Terms so as to effect the original intent to the greatest extent possible.

11.11. Governing Law; Submission to Jurisdiction. Agreement is governed by and construed in accordance with the internal laws of Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Czech Republic, and each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

ANNEX 1: SERVICE LEVEL AGREEMENT

If you order the Enterprise Subscription, the following Service Level Agreement („SLA“) applies to you.

Helpiner shall provide regular monthly service of 2 hours of upon-request e-mail and/or telephone support for the use of Service. The support may include for example:

a) solving incidents, i.e. problems related to the use of the Service

b) onboarding of the Authorized Users

c) tutorship for Authorized Users

d) consultation about the proper use of the Service

Unless agreed otherwise, the pre-paid support under this SLA does not include services related to:

a) Third-Party Materials

b) issues caused by your unauthorized modifications, misuse, or failure to follow Helpiner's documented procedures and recommendations

c) issues arising from your hardware, network infrastructure, or connectivity issues not under Helpiner's control or maintenance

d) force majeure events

e) services requiring specialized expertise or resources beyond the scope of standard support as defined in this Annex or

f) issues resulting from your failure to maintain adequate backup systems or implement Helpiner's recommended security measures.

In case Helpiner decides to provide support with issues related to them nevertheless, as well as any additional support over the prepaid hours, it shall be paid monthly retrospectively at the start of the subsequent month for support service provided in the previous month based on Helpiner's invoice in Time & Material regime based on the MD rate specified in the currently applicable price list. Any unused support hours will be forfeited without compensation. The converted hours are used first and re-transfer is no longer possible, i.e. unused converted hours are forfeited without compensation at the end of the subsequent month.

Requests for SLA services can be entered through the authorized persons listed in the order form. When you make a request, you are required to provide us with the following information:

a) your identification (contact name / company name / code designation)

b) for an issue, the identification of the specific software for which the problem occurred, the time and detailed description of the problem, the operating system and its version used, the website browser used and its version, a description of the steps that led to the replication of the incident and the measures taken to prevent the incident from occurring, a screenshot, the error messages displayed, and other diagnostic information

c) a detailed description of the problem that you need to solve through Helpiner's SLA services

d) for other support - description what support, tutorial or other service is required and in which extent

e) indicating that it is a requirement under this Annex.

Helpiner will then make commercially reasonable efforts to provide the SLA services within the agreed time based on the nature of the SLA service, however, Helpiner does not warrant a specific response nor resolution time for requests.

ANNEX 2: SWITCHING AND EXIT PLAN

This Annex governs, if and to the extent that the Service qualifies as a data processing service within the meaning of Regulation (EU) 2023/2854 of the European Parliament and of the Council on harmonised rules on fair access to and use of data (the "Data Act"), the procedure for switching providers of data processing services in accordance with Articles 23 et seq. of the Data Act. To the extent that provision of the Service does not meet the definition of a data processing service under the Data Act, this Annex shall not apply and shall not confer on the Customer any special rights or claims under the Data Act.

1. General Information

1.1. The notice period for termination of the Agreement shall, in accordance with the Data Act, be two (2) months from the date of delivery of written termination notice to the Supplier in accordance with the Terms.

1.2. During the notice period, the Customer shall inform the Supplier whether it intends to:

a) switch to another provider of data processing services, in which case the Customer shall provide the necessary identification and technical details of the new provider;

b) migrate to its own on-premises infrastructure; and/or

c) delete its exportable data and digital assets.

1.3. If the Customer notifies the Supplier of an intention under Clause 1.2.1 or 1.2.2, the Supplier shall enable the Customer's switch to another data processing service provider or the transfer of all exportable data and digital assets to the Customer's own on-premises infrastructure without undue delay, and at the latest by the end of a transition period of thirty calendar days commencing after expiry of the notice period under Clause 1.1 (the "Transition Period").

1.4. The Customer shall be entitled to extend the Transition Period once by such additional period as it deems more appropriate. Notice of extension must be delivered to the Supplier no later than the last day of the Transition Period.

1.5. If the Transition Period as set out in Clause 1.3 is technically unfeasible, the Supplier shall inform the Customer within fourteen working days of submission of the request for switching, duly justifying such technical unfeasibility and proposing an alternative transition period, which shall not exceed seven months.

1.6. During the Transition Period, the Agreement shall remain in force and the Supplier shall:

a) provide reasonable cooperation to the Customer and to third parties approved by the Customer in the switching process;

b) act with due care to maintain continuity of operations and continue providing the services under the Agreement;

c) provide clear information on known risks to continuity of service provision;

d) maintain a high level of security, in particular data security during transmission and continuous data security throughout the Transition Period and the Additional Access Period referred to below, in accordance with applicable European Union or national law.

1.7. The Supplier shall support the Customer's exit strategy relating to the contractually agreed services by providing information reasonably necessary for the transition.

1.8. After the end of the Transition Period, the Supplier shall provide an additional period of thirty calendar days for data retention and accessibility (read-only access or export interface) to enable the Customer to complete data retrieval (the "Additional Access Period"). After expiry of this period, unless otherwise agreed between the Parties, and provided that the switching has been successfully completed, the Supplier shall delete all exportable data and digital assets created directly by or relating to the Customer. This obligation shall not apply to any data the Supplier is required or entitled to retain under applicable law even after termination of the Agreement.

1.9. The Agreement shall terminate, and the Supplier shall notify the Customer thereof, upon successful completion of the switching process; or, if the Customer does not wish to switch providers, upon expiry of the notice period.

2. Additional Information

2.1. The Supplier hereby informs the Customer that the following information are available at http://helpiner.com:

a) a detailed specification of all categories of data and digital assets transferable during the switching procedure, including at least all exportable data;

b) a comprehensive specification of categories of data specific to the internal functioning of the service, which are excluded from exportable data under letter (a) of this section,

c) information on available procedures for switching data processing service providers and data transfer, including available switching methods, transfer formats, and technical and other limitations known to the Supplier;

d) a current online register maintained by the Supplier with details of all data structures and data formats, as well as relevant standards and open interoperability specifications in which the exportable data referred to in Article 25(2)(e) of the Data Act are available,

e) information on the jurisdiction governing the information and communication technology infrastructure used for data processing for the respective services,

f) a general description of technical, organisational and contractual measures adopted by the Supplier to prevent international access by public authorities to non-personal data stored in the European Union or their transfer, where such access or transfer could conflict with European Union or national law of the relevant Member State.

2.2. Nothing in the Agreement obliges the Supplier to disclose trade secrets, intellectual-property-protected technologies or other confidential information.

3. Switching Charges

3.1. With effect from 12 January 2027, the Supplier shall not charge any fees for the switching process within the meaning of Article 29 (1) of the Data Act. This does not affect the Supplier's right to charge fees for other professional services not directly related to switching (for example development work, integration with other systems, or fees for conversion of data into another format).

3.2. The following shall be considered part of the reasonable cooperation provided by the Supplier in connection with the Data Act:

a) access to standard self-service export tools and documentation under Clause 2.1 enabling export of data and digital assets;

b) one basic orientation meeting (up to sixty minutes) to plan the export and verify the transfer procedure.

3.3. The Parties agree that the following activities are not required by the Data Act, and their provision by the Supplier may therefore be charged on a time-and-materials (T&M) basis, i.e. actual time spent multiplied by the Supplier's hourly rate plus costs (unless agreed otherwise, the Supplier's hourly rate is CZK 2,500 + VAT):

a) coordination and project management of the switching procedure beyond the initial orientation meeting;

b) conversion of data into data formats other than those specified in the documentation under Section 2.1, and conversion required by the target environment,

c) export and import testing, and resolution of import errors not caused by the Supplier,

d) any additional activities requested by the Customer that are not necessary for standard self-service export or not included among the activities under Section 3.2 of this Annex.

3.4. For the avoidance of doubt, during the notice period and during the Transition Period, the Customer shall remain obliged to pay subscription fees and other service charges in accordance with the pricing conditions valid on the date of submission of the termination notice.

ANNEX 3: RULES OF OPERATORS OF ONLINE DISTRIBUTION PLATFORMS

Mobile Apps can be downloaded via the Apple AppStore and Android Google Play online store. However, the Terms shall apply only to the relationship between you and Helpiner. On the other hand, they do not apply to relationships with distribution platforms. Only Helpiner is responsible for Mobile Apps and its content, while distribution platforms are not responsible for Mobile Apps or its content. In the event of a conflict between a provision of the Terms and a provision of the distribution platforms' terms and conditions (such as Apple Media Services Terms and Conditions) from which it is not possible to deviate, the provisions of the distribution platforms' terms and conditions shall prevail.

If you download the Mobile App from the AppStore, you may only use it on Apple-branded devices that you own or control, or through accounts associated with the Family Sharing feature to the account that downloaded the App. In doing so, you must comply with the terms and conditions set forth in the Apple Media Services Terms and Conditions. If you download the Mobile App from Google Play, you can only use it on Android devices.

If Helpiner agrees to provide any support and maintenance for the Mobile Application, it will only be provided to you by Helpiner. You and Helpiner agree that the distribution platforms are under no obligation to provide any support and maintenance services in relation to the Mobile App. To the extent that Helpiner has not excluded the warranty, whether it arises from the law or the Terms, only Helpiner provides you with a warranty. If any warranty is breached, you may contact the distribution platforms, who may refund the Subscription fee (if you have paid it through Mobile App). However, distribution platforms are not obliged to settle any warranty claims or other claims, damages, liabilities, damages, costs or other expenses related to the failure to comply with the warranty; Helpiner is solely responsible for all this. Only Helpiner, and not the distribution platforms, is responsible for settling your claims related to the Mobile App and/or the use of the Service through it, in particular arising from liability for product defects, damage caused by defects or non-compliance with legal regulations, whether they relate to personal data, consumer rights or other similar areas, including the HealthKit and HomeKit legal framework.

Should a third party claim that the Mobile App or Service operated through infringes its intellectual property rights, you and Helpiner will be solely responsible for investigating, defending, handling and settling such claim. You shall compensate Helpiner for the damage and costs incurred by Helpiner in such a procedure.

You represent that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; or that you are not listed on any list of "prohibited or restricted parties" maintained by the U.S. Government.

The distribution platforms and their subsidiaries are third party beneficiaries of the Terms and have the right to enforce the Terms against you.

ANNEX 4: USER CONTENT

If you upload Your Data to the Service, you are solely responsible for this user content. By uploading user content, you represent that you have all rights to upload and use such content and do not violate any law or the rights of any third party. User content may be protected by copyright or other intellectual property rights. These rights remain with you; Helpiner does not adopt them in any way. By uploading content to the Service for the purpose of provision of the Service, you only grant us the necessary rights for their use by you within the Service.

Helpiner is not responsible for your user content. Any uploaded data remains the responsibility of the person who uploaded it to the Service. Helpiner remains in the position of a neutral, passive provider of the Service - it does not normally conduct a preliminary review of the legality of content before allowing it to be uploaded to the Service.

If anyone comes across content that they believe is illegal (e.g., copyright infringement), they can send notice about such content to Helpiner via the info@helpiner.com email address. Helpiner allows you to list:

• the specific URL or link where the reported content is located, allowing for its precise identification;

• a description of why the content is illegal according to the person sending the notice;

• contact details of the person sending a notice (in particular by e-mail) if the person wants to be informed about the next steps regarding the notice;

• a statement by the person sending the notice that he or she has a good faith belief that the information and claims made are accurate and complete.

If the person sending the notice provided contact details (e-mail), Helpiner will acknowledge receipt of the notice and review the notified content. Helpiner will also review content if Helpiner become aware of its possible illegality in a way other than by notice by the respective person. The result of the examination is always subject to human review, even if algorithm-based technical means are used.

If Helpiner determines that content is manifestly illegal, Helpiner may remove or disable access to it with the delivery of a duly reasoned decision to take such action to you as the user of the Service who is responsible for the content. At the same time, Helpiner may limit the visibility of the illegal content (depending on the severity of the illegal content), remove or disable access to such content, temporarily suspend or completely terminate the provision of the Service, or suspend or completely terminate the user's user account. The price already paid for the provision of the outputs of the Service is not affected by the effects under this paragraph. If the decision is made on the basis of a notice and the person sending a notice has provided his/her electronic contact details, Helpiner will inform such person of the outcome of the decision.