SelimReviewer terms of service

Version: v1.0, 2026-11-05. These terms apply to business customers only.

1. Scope and parties

1.1 These terms govern the use of the SelimReviewer service (the Service) between Modern Miracle OÜ, a private limited company registered in the Estonian Commercial Register under registry code 17494745, with its registered address at Tornimäe tn 5, 10145 Tallinn, Harju County, Estonia (MM), and the business that accepts them (the Customer).

1.2 The Service is offered only to businesses acting in their trade, business or profession. By accepting these terms the person signing up confirms that the Customer is such a business and that the person has authority to bind it. The Customer shall provide its legal name, legal form, registration number and, where it has one, VAT number. MM may refuse or end an account that does not meet this condition.

1.3 The contract consists of, in this order of precedence: (a) a signed Enterprise order form, if any; (b) the Data Processing Agreement (DPA) with its annexes, including the subprocessor list and the retention schedule, which is incorporated into these terms by this reference and accepted with them; (c) these terms including Annex A and, where the Customer uses bring-your-own-key, Schedule B; (d) for an Enterprise Customer, a separate service-level agreement, if any; (e) the plan and price list in force at the time. A lower-ranked document does not override a higher-ranked one.

1.4 Contract manifest. Before the Customer can accept, the sign-up page lists every document in clause 1.3 that applies to the Customer's plan (the contract manifest), and for each document shows a direct link, a version identifier and a SHA-256 hash, and offers a download in a form the Customer can store and reproduce. The Customer accepts all listed documents together. MM records the acceptance time, the accepting User, and the version and hash of each document, and keeps each accepted version available for download from the account for the life of the contract and the exit periods. A document not listed in the contract manifest at acceptance does not bind the Customer.

2. Definitions

• Autonomy level: the per-location setting drafts_only, tiered or high that determines whether a draft reply requires human approval before publication.
• Connected platform: a third-party review platform (at launch, Google Business Profile) whose account the Customer connects to the Service.
• Customer Data: data the Customer, its users or its connected platforms provide to the Service, and output the Service generates for the Customer, including review content, drafts, replies and settings.
• Kill switch: the control that stops all unsent publication for a location, brand or the whole account.
• Reply credit: the unit in which use of the Service is charged under the Customer's plan.
• User: a natural person the Customer authorises to use the Service under its account.

3. The Service

3.1 The Service reads reviews from connected platforms, classifies them for risk, drafts replies in the voice the Customer configures, checks drafts with automated guards and an independent automated reviewer, and either places a draft in an approval queue for a User or, where the Customer's autonomy level and plan allow, publishes it to the connected platform. On platforms that do not support automated publication, the Service produces drafts only and a User posts the reply on the platform.

3.2 Reviews that the Service classifies into a hard-risk category (for example health, safety, legal threats, discrimination or named staff) go to human approval at every autonomy level.

3.3 The Service uses large language models hosted by MM's subprocessors in the European Union, or, on an Enterprise plan with bring-your-own-key, the model provider the Customer contracts with directly (clause 9.5).

3.4 MM may change the Service, including models, prompts, guard rules and routing rules. MM shall give at least 30 days' notice in the account of a change that alters which reviews are held for approval or how replies are proposed, unless the change is needed at shorter notice for security, legal compliance or to stop unsafe output, in which case MM gives notice as soon as practicable. A change that materially reduces the Service entitles the Customer to terminate under clause 15.3.

4. Accounts and access

4.1 The Customer shall keep User credentials secure, use multi-factor authentication, which the Service requires for every account, and assign roles consistent with each User's authority. The Customer is responsible for acts and omissions of its Users.

4.2 The Customer shall notify MM without undue delay of any suspected unauthorised use of its account.

5. Connected platforms, authority and consent

5.1 The Customer's use of a connected platform is governed by its own agreement with that platform. MM is not a party to that agreement and the platform is not MM's subcontractor.

5.2 The Customer warrants, for each location it connects, that it or the legal entity it names owns the location's platform profile or holds written authority to act for it, and shall keep the authority evidence the Service requests current. The Service does not publish for a location without valid authority evidence.

5.3 Where a platform's policy requires the business's prior, specific and express consent to automated replies, the Service collects that consent from an authorised User before any automated reply for the covered locations and autonomy level, and the Customer may revoke it at any time in the account. Revocation stops automated replies for the covered locations.

5.4 The Customer shall comply with each connected platform's terms and policies. MM may restrict the Service for a location where continued use would breach those terms or put MM's platform access at risk; clause 14 applies.

5.5 Google Business Profile. Where the Customer connects Google Business Profile, the Customer's Users grant the Service access through Google's OAuth consent screen. The Service uses that access only as the SelimReviewer privacy policy describes, and its use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. A User can revoke the access at any time in the Service or in the User's Google Account; the Service then stops publishing for the affected locations.

6. Autonomy, human approval and responsibility for published replies

6.1 Customer responsibility. The Customer decides whether and how the Service replies on its behalf, sets the autonomy level for each location, and approves, edits or rejects drafts. Every reply published through the Service, whether approved by a User or published automatically within the autonomy level the Customer has set, is published in the Customer's name and on its behalf. The Customer is responsible for the content of published replies towards reviewers, the platform, authorities and other third parties.

6.2 Raising autonomy. Raising a location above drafts_only requires two different authorised Users (proposal and confirmation), valid authority evidence, platform consent where required, and a plan that permits the level. Raising to high also requires the graduation evidence the Service records.

6.3 Approval capacity. The Customer shall assign Users with sufficient time to handle the approval queue, including hard-flagged reviews. Items not approved stay unpublished; the Service publishes nothing by default when an approval deadline passes.

6.4 Kill switch. Authorised Users can activate the kill switch for a location, brand or the whole account at any time. Activation stops unsent replies at their next check (target within 60 seconds) and triggers withdrawal of replies still pending platform moderation where the platform allows it. Replies already live stay live until an authorised User removes them. MM operators may also activate the kill switch under clause 14.

6.5 MM pauses. MM may pause automated publication for a location, and lower its effective autonomy, when the Service's monitoring confirms unsafe output, when a model or platform condition makes automated publication unsafe, or when authority evidence or consent lapses. MM shall notify the Customer of the pause and its reason.

6.6 No review of each reply by MM. MM does not read or approve individual replies before publication and has no editorial control over them.

6.6a Labelling of automatically published replies. The Customer's own Users label the samples of automatically published replies that the Service selects for quality and safety monitoring, as described in the Service documentation. The Customer assigns Users with sufficient time and training for that labelling (clause 7.5). MM staff read review and reply content to sample the Customer's labels for quality assurance only after an authorised User has given an explicit opt-in. The opt-in is off by default, the Customer can withdraw it at any time, and acceptance of these terms is not an opt-in. MM may pause automated publication under clause 6.5 where the labels, or MM's sample under the opt-in, show unsafe output. Labelling by MM on the Customer's behalf is available only as a paid add-on on the Enterprise plan, under the order form and the price list, and requires the opt-in in clause 6.6a.

7. AI-generated output and transparency obligations

7.1 Nature of output. Drafts are generated by AI models and may be inaccurate, incomplete or inappropriate for the context. The Customer shall configure autonomy levels and review drafts accordingly.

7.2 Machine-readable marking. MM, as provider, marks replies generated by the Service in a machine-readable format that is detectable as AI-generated, using the marking method described in the Service documentation. The Service publishes a reply, or releases it for manual posting, only after it has confirmed the mark on the final text, including text a User has edited. Where the Service cannot apply the mark, or a platform read-back shows that the platform removed it, the Service does not publish further replies through that connector and holds them for the Customer, until MM applies a marking method that MM legal has approved in writing for that connector. MM notifies the Customer of any such hold.

7.3 No removal of markings. The Customer shall not remove, alter, obscure or circumvent any marking under clause 7.2 or any visible AI label the Service applies, and shall not instruct or permit any person to do so. Where a User edits a draft, the Service re-applies and re-checks the mark on the edited text under clause 7.2; the Customer shall not use editing to defeat the marking.

7.4 Visible disclosure. The Customer, as the business deploying the Service for its replies, is responsible for any disclosure to the public that a reply was generated or manipulated by AI where Art. 50(4) of Regulation (EU) 2024/1689 applies to its use. The Service offers a visible label setting per brand that is on by default; the Customer can turn it off for a brand where its position under the AI Act allows. MM gives no assurance that Art. 50(4) does or does not apply to a given use.

7.5 AI literacy. Each party shall take measures to support the development of AI literacy of its staff and other persons who operate or use the Service on its behalf, taking into account their technical knowledge, experience, education and training and the context of use. MM supports the Customer's measures by providing role-based training material for approvers and administrators, and documentation of the Service's autonomy levels, hard-risk routing, kill switch and known limitations. Neither party guarantees a specific level of AI literacy of any individual.

7.6 Application date. Art. 50 applies from 2 August 2026. Regulation (EU) 2026/1744 (published in the Official Journal on 24 July 2026) gives providers whose systems were placed on the market before 2 August 2026 a four-month transitional period for Art. 50(2) marking. SelimReviewer has not been placed on the market, so this draft assumes Art. 50(2) applies from launch.

8. Acceptable use

8.1 The Customer shall not use the Service to:
(a) publish replies that are unlawful, defamatory, discriminatory, harassing, threatening, or that disclose personal data of reviewers or third parties beyond what the review itself made public;
(b) post, solicit or reward fake reviews, or reply to reviews in a way that misleads consumers about the business or about who wrote the reply;
(c) reply for locations it has no authority to act for;
(d) confirm, deny or comment on a professional relationship protected by professional secrecy (for example a patient or client relationship) unless the Customer's own professional rules allow it;
(e) circumvent rate limits, daily caps, hard-risk routing, the kill switch or other safety controls;
(f) attempt to extract prompts, model configuration or other internal components of the Service, or to use the Service to develop a competing service;
(g) introduce malware, probe or attack the Service, or access other customers' data;
(h) breach a connected platform's terms or policies.

8.2 MM may remove or block content, restrict features or suspend the account under clause 14 for a breach of this clause.

9. Customer Data, intellectual property and data protection

9.1 The Customer retains all rights in Customer Data. The Customer grants MM a non-exclusive licence, for the term of the contract and the exit periods in clause 16, to process Customer Data to provide, secure and support the Service and to meet MM's legal obligations.

9.2 MM does not use Customer Data to train or fine-tune AI models, and requires its model subprocessors to contractually exclude training on Customer Data. Customer-supplied datasets are used for evaluation only where the Customer instructs MM to do so in the account or in writing, for the purposes and retention stated in that instruction.

9.3 MM and its licensors retain all rights in the Service, including prompts, guard rules, lexicons, routing rules, models' configuration and documentation. No rights pass to the Customer beyond the right to use the Service under these terms. Feedback the Customer gives may be used by MM without restriction or payment.

9.4 Data protection roles. Roles are allocated per data field and purpose in the responsibility matrix in DPA Annex 4, which the DPA, the privacy notice, the subprocessor list and the retention schedule follow. In outline: for personal data in reviews and replies, connected-platform data, and the Customer's governance records about its own Users (role assignments, approvals, edits, autonomy and kill-switch actions, authority and consent records as the Customer's records, the Customer's audit log), the Customer is the controller and MM processes on its behalf under the DPA, which forms part of the contract. For User identity data used to authenticate and secure the Service, for billing, for service communications, and for MM's own records of authority and consent kept to show platform-policy compliance and to defend claims, MM is the controller as described in the SelimReviewer privacy notice. The DPA lists MM's subprocessors; MM gives at least 30 days' notice of new or replaced subprocessors, and the Customer may object as the DPA provides.

9.5 Bring your own key. Where an Enterprise Customer uses its own model-provider key, the Customer holds the account with that provider and pays it directly. Unless Schedule B records a different classification for that provider and region after MM legal's functional analysis, MM treats the provider as MM's subprocessor for the Controller Personal Data MM sends to it, and the DPA's subprocessor terms apply. Schedule B (classification gate, certification before use, key handling and rotation, data residency, suspension, costs) governs bring-your-own-key.

9.6 Platform content window. Connected platforms may limit how long MM may store their content. MM deletes review and reply text when that limit requires, even during the exit periods in clause 16. The platform remains the system of record for its content.

10. Plans, reply credits and payment

10.1 Plans. The Customer chooses a plan. Prices exclude VAT. Free: EUR 0, with 25 reply credits a month per account. Pro: EUR 45 per location a month, or EUR 528 per location a year (EUR 44 a month), with 100 reply credits per location a month. Team: EUR 59 per location a month, or EUR 590 per location a year (EUR 49.17 a month), with 250 reply credits per location a month. Enterprise: from EUR 49 per location a month as the order form sets, with 250 reply credits per location a month or as contracted, and further credits at EUR 0.15 each. Monthly credits are pooled across the account's locations. Top-up packs for Pro and Team: 100 credits for EUR 25, 500 credits for EUR 100 and 2,000 credits for EUR 300. Each plan sets the allowance of reply credits, the number of locations, the available features and the highest autonomy level.

10.2 Charging. Reply credits are charged for drafting and checking work per the charging rules in the Service documentation, including where a User later rejects the draft or the review is removed. Risk classification of every review is not charged. Retries and regeneration after an internal failure are not charged. On bring-your-own-key, the Customer pays its model provider directly and MM charges platform-processing credits at the lower rate in the price list.

10.3 Top-ups and expiry. Paid plans may buy additional reply credits. Credits in a monthly allowance expire at the end of the billing period. Purchased top-up credits expire 12 months after purchase.

10.4 Payment. Subscription fees are payable in advance for the billing period through MM's payment provider. Enterprise invoices are payable within 30 days of the invoice date. Prices exclude VAT, which is charged or reverse-charged as applicable law requires.

10.5 Late payment. Overdue amounts bear interest at the statutory rate for commercial transactions and a fixed recovery compensation of EUR 40 per overdue invoice.

10.6 Price changes. MM may change prices with at least 30 days' notice before the next billing period. The Customer may terminate before the change takes effect under clause 15.3.

10.7 Refunds. When the contract ends under clause 16.8, or the Customer terminates under clause 15.3 or 15.5, MM refunds, within 30 days: (a) the prepaid subscription fee for the part of the paid billing period after the contract end date, pro rata by day; and (b) unused purchased top-up credits at their purchase price. Monthly-allowance credits are not refunded. No early-termination fee or penalty applies. When MM terminates under clause 15.5 for the Customer's breach, MM may set off amounts the Customer owes against the refund.

11. Support

MM provides support through the channels and hours stated for the Customer's plan in the Service documentation.

12. Service levels

12.1 On every self-serve plan MM provides the Service on a best-effort basis, with the care of a diligent provider, and aims for availability of 99.5% in each calendar month. The target is not a commitment, and missing it gives no right to service credits or other compensation, without prejudice to clause 18.3.

12.2 Service levels for an Enterprise Customer apply only where a separate contract with MM sets them.

13. Confidentiality

Each party shall keep confidential the other party's non-public information received under the contract, use it only for the contract, and disclose it only to its personnel, advisers and subcontractors bound by equivalent duties, or where law or an authority requires. This duty survives termination for five years, and for trade secrets for as long as they remain trade secrets.

14. Suspension

14.1 MM may suspend the Service, wholly or for affected locations, where:
(a) an amount is more than 14 days overdue after a payment reminder;
(b) the Customer breaches clause 8 and does not stop the breach after notice, or at once where the breach causes harm to third parties or to the Service;
(c) suspension is needed to protect the security or integrity of the Service or other customers;
(d) continued operation would breach law, an authority's order or a connected platform's terms.

14.2 MM shall choose the least restrictive measure that addresses the cause (for example pausing automated publication before suspending the account), give prior notice where the cause allows it, and lift the suspension once the cause ends.

14.3 During suspension MM stops publication. Fees remain payable for suspension under 14.1(a) and (b).

14.4 Suspension does not restrict the Customer's access to its exportable data under clause 16.

15. Term and termination

15.1 The contract runs for the Customer's billing period (monthly or annual) and renews automatically for the same period unless terminated.

15.2 The Customer may give notice of termination at any time in the account or in writing. Every such notice is an exit notice under clause 16.2. The notice period ends at the end of the current billing period, and in any case no later than one month after notice; it never exceeds two months. The contract ends only as clause 16.8 provides.

15.3 The Customer may terminate with effect before a change under clause 3.4 or 10.6 takes effect, by notice before that date. The change does not apply to the Customer during the clause 16 exit periods, and MM refunds under clause 10.7.

15.4 MM may terminate for convenience with at least 60 days' notice. MM's notice does not end the contract by itself; it opens the exit sequence in clause 16 under clause 16.2a, and the contract ends only as clause 16.8 provides, even where that is later than 60 days after MM's notice.

15.5 Either party may terminate with immediate effect for a material breach that the other party does not remedy within 30 days of notice, and in the other cases in which law permits extraordinary cancellation of a long-term contract. When MM terminates under this clause, MM stops publication at once, and the Customer keeps the retrieval rights in clauses 16.5 and 16.6 for at least 30 calendar days from the termination date; clause 16.7 governs erasure.

15.6 Notice of termination by either party starts the exit process in clause 16. Clauses 9.3, 10 (for amounts due and refunds), 13, 16, 18, 19 and 22 survive the end of the contract.

16. Switching and exit

16.1 Purpose. This clause gives the Customer the switching rights of Chapter VI of Regulation (EU) 2023/2854 (the Data Act). Where this clause and the Data Act differ, the Data Act prevails.

16.2 Exit notice. By notice under clause 15.2 the Customer selects one or more of the following actions:
(a) switching to another provider, naming the destination provider where known;
(b) porting all exportable data and digital assets to its own infrastructure;
(c) erasure of its exportable data and digital assets. The Customer may select (a) and (b) together, and either of them together with (c). The Customer may add or change actions by further notice before the transitional period ends. The notice period is that of clause 15.2 and never exceeds two months.

16.2a Exit opened by MM. Where MM gives notice under clause 15.4:
(a) MM's notice period counts as the notice period for this clause 16, and MM's notice asks the Customer to select actions under clause 16.2; MM repeats the request at least 30 days and 7 days before MM's notice period ends;
(b) the Customer may select actions under clause 16.2 at any time until the retrieval period ends;
(c) where the Customer has selected erasure only, clause 16.8 applies at the end of MM's notice period or, if the selection comes later, on the selection;
(d) in every other case, including where the Customer has selected nothing, the transitional period under clause 16.3 starts at the end of MM's notice period as if the Customer had selected porting under clause 16.2(b). Silence is not an election of erasure and does not complete switching; clauses 16.4a, 16.5, 16.7(c) and 16.8 apply;
(e) no fees accrue after MM's notice period ends.

16.3 Transitional period. Where the Customer selected (a) or (b), or clause 16.2a(d) applies, a transitional period starts at the end of the notice period. MM completes its part of the switching or porting without undue delay and in any event within 30 calendar days after the notice period ends. During the transitional period MM:
(a) provides reasonable assistance to the Customer and third parties it authorises;
(b) continues to provide the Service with due care, on the terms of the contract;
(c) informs the Customer of known risks to continuity;
(d) maintains a high level of security, in particular during data transfer;
(e) keeps the self-serve export available from the day of the exit notice, and delivers a complete export bundle within 5 business days of the Customer's request. The Customer may extend the transitional period once, for a period it considers appropriate, by notice before the period ends; fees for the extension are payable at the plan rate. An extension, or an alternative period under clause 16.4, applies even where MM gave notice under clause 15.4.

16.4 Technical infeasibility. If MM considers the 30-day transitional period technically unfeasible, it shall notify the Customer within 14 working days of the switching request, justify the infeasibility and state an alternative transitional period of no more than seven months, during which clause 16.3 applies.

16.4a Completion of switching. Switching is successfully completed (SWITCH_COMPLETED) when every transfer action the Customer selected is complete:
(a) switching to another provider is complete when the Customer confirms in the account or in writing that the destination provider has received the exportable data it needs;
(b) porting to own infrastructure is complete when the Customer confirms receipt of a complete export bundle. MM records the confirmation with its time and the confirming User. A confirmation from the destination provider alone does not complete switching. The transitional period ends when SWITCH_COMPLETED is recorded or at its latest end date under clause 16.3 or 16.4, whichever comes first. Where the Customer reports that a transfer failed, MM keeps providing the Service under clause 16.3 for the rest of the transitional period and assists with a new transfer.

16.5 Retrieval period. After the transitional period ends, the Customer may retrieve its exportable data for at least 30 calendar days. During the retrieval period MM performs no processing other than storage, export and security.

16.6 Exit information and export. MM provides, free of charge and on every plan including Free and during suspension:
(a) the export interface and export formats described in the Service documentation;
(b) the data categories in Annex A;
(c) information on known limitations, including the platform content window in clause 9.6;
(d) answers to reasonable questions from the Customer or its destination provider on formats and procedures.

16.7 Erasure. MM erases the Customer's exportable data and digital assets within 30 days after the erasure start date, except data MM must keep by law (for example invoices and accounting records) as listed in the retention schedule, and confirms the erasure in writing. Backup copies expire within MM's backup retention window of 7 days. The erasure start date is:
(a) where the Customer selected erasure only, the end of the notice period;
(b) where the Customer selected switching or porting, the end of the retrieval period, and only if SWITCH_COMPLETED has been recorded under clause 16.4a;
(c) where the retrieval period ends without SWITCH_COMPLETED, no erasure starts. MM keeps the data for storage, export and security only, charges no fee, and asks the Customer every 30 days to confirm completion, report a failed transfer, or elect erasure only. Erasure starts on the Customer's confirmation (from the later of the confirmation and the end of the retrieval period) or on its express election of erasure only.

16.8 End of contract. The contract ends, and MM notifies the Customer, when SWITCH_COMPLETED is recorded, or at the end of the notice period where the Customer selected erasure only, and at no other time. This applies equally where MM opened the exit under clause 16.2a. Where the transitional period ends without SWITCH_COMPLETED, the contract continues with the Service limited to storage, export and security under clauses 16.5 and 16.7(c), and no fees accrue. Clauses 16.5 to 16.7 continue to bind MM after the contract ends.

16.9 Charges. MM charges no switching charges and no data egress charges. Standard fees for the notice period and any extension under clause 16.3 remain payable, except that clause 16.2a(e) applies where MM opened the exit.

16.10 Platform disconnection. At the Customer's request, and at the latest at the end of the transitional period, MM revokes its access to the Customer's connected-platform accounts within the period the platform's policy requires.

16.11 International access and jurisdiction. MM states in this clause, and keeps current, the jurisdiction to which the ICT infrastructure deployed for the Service is subject: MM is a company established in Estonia, the contract is governed by Estonian law, and the Harju County Court (Harju Maakohus) in Tallinn has jurisdiction (clause 22). The Service is offered to businesses only (clause 1.2). The Service is hosted in the Microsoft Azure region Sweden Central (EU), and connections to it pass through Cloudflare, as the SelimReviewer privacy policy states. MM also publishes in the Service documentation a general description of the technical, organisational and contractual measures MM adopts to prevent international governmental access to or transfer of non-personal data held in the Union where that would conflict with Union or Member State law.

17. Warranties

17.1 MM warrants that it provides the Service with the care of a diligent provider and substantially as described in the Service documentation.

17.2 The Customer warrants that it has the rights and authority needed for the Customer Data and connected platforms it uses with the Service.

17.3 Except as stated in these terms, MM gives no warranty that the Service will be uninterrupted or error-free, that drafts will be accurate or suitable, or that a connected platform will accept, keep or display a reply.

18. Liability

18.1 Cap. Each party's total liability arising out of or in connection with the contract in any 12-month period is limited to the fees the Customer paid or owes for the 12 months before the event giving rise to the claim. For a Customer on the Free plan, MM's total liability is limited to EUR 100.

18.2 Excluded losses. Neither party is liable for loss of profit, revenue, goodwill or data (except the cost of restoring data from MM's backups), or for indirect or consequential loss.

18.3 Carve-outs. Clauses 18.1 and 18.2 do not apply to:
(a) liability for intentional breach;
(b) liability for gross negligence;
(c) liability for death or personal injury;
(d) breach of clause 13 (confidentiality);
(e) the Customer's obligation to pay fees due under the contract. The Customer's indemnity is subject to its own cap in clause 19.3, and MM's indemnity to its own cap in clause 19.5. Liability for breach of data-protection obligations is governed by the DPA, which sets its own cap and carve-outs.

18.4 Published content. MM is not liable for the content of replies published through the Customer's account, including automatically published replies within the autonomy level the Customer set, except to the extent the loss results from MM's breach of these terms (for example a publication after activation of the kill switch, or a failure of the hard-risk routing described in clause 3.2).

18.5 Mitigation. Each party shall take reasonable steps to limit its loss, including, for the Customer, use of the kill switch and removal of a reply once it becomes aware of a problem.

19. Indemnities

19.1 Scope. The Customer shall indemnify MM against third-party claims and reasonable defence costs, to the extent the loss is caused by: (a) the content of a reply the Customer or its Users wrote, edited or approved, or that the Service published within the autonomy level the Customer set, except to the extent clause 18.4 makes MM liable;
(b) the Customer's proven breach of clause 5, 7.3 or 8; (c) Customer Data that infringes third-party rights; or
(d) an instruction of the Customer that was unlawful when given.

19.2 Exclusions. The indemnity does not cover loss to the extent it is caused by: (a) MM's breach of the contract or of law, or MM's negligence; (b) an act or omission of MM's subcontractors or subprocessors, including a bring-your-own-key provider that clause 9.5 treats as MM's subprocessor; (c) a fine or penalty that the applicable law does not allow to be passed on by contract.

19.3 Cap. The Customer's total liability under this clause 19 in any 12-month period is limited to the fees the Customer paid in the 12 months before the claim, except for loss caused by the Customer's intent or gross negligence.

19.4 Conduct of claims. MM shall notify the Customer of the claim without undue delay, let the Customer conduct the defence with counsel of its choice, and cooperate at the Customer's reasonable cost. MM may take part in the defence with its own counsel at its own cost. The Customer shall not settle a claim in a way that admits fault on MM's behalf or imposes an obligation on MM without MM's written consent, and MM shall not settle a claim the Customer is defending without the Customer's written consent; neither party may unreasonably withhold consent.

19.5 MM indemnity. MM shall indemnify the Customer against third-party claims, and reasonable defence costs, that the Service as MM provides it infringes the third party's intellectual property rights. The indemnity does not cover a claim to the extent it arises from Customer Data or other content the Customer or its Users supply, from a modification of the Service not made by MM, or from the combination of the Service with products, services or data that MM did not provide. MM's total liability under this clause 19.5 in any 12-month period is limited to the fees the Customer paid in the 12 months before the claim, except for loss caused by MM's intent or gross negligence. Clause 19.4 applies to such claims with the roles of the parties reversed.

20. Force majeure

Neither party is liable for failure or delay caused by circumstances beyond its control that it could not reasonably have foreseen or avoided, including failure of a connected platform or a model provider not caused by MM. The party affected shall notify the other and limit the effect. Payment obligations are not suspended.

21. Changes to these terms

MM may change these terms with at least 30 days' notice in the account and by email to the account owner. A change required by law or by a connected platform may take effect at shorter notice. A Customer who does not accept a change may terminate under clause 15.3 before it takes effect. The switching rights in clause 16 are not reduced by a change.

22. Governing law and courts

22.1 The contract and any non-contractual obligations arising out of it are governed by the laws of the Republic of Estonia, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods.

22.2 The Harju County Court (Harju Maakohus) in Tallinn, Estonia has exclusive jurisdiction over disputes arising out of or in connection with the contract. Either party may seek interim relief in any competent court.

22.3 Before starting court proceedings a party shall notify the other of the dispute and the parties' management shall seek to settle it for 30 days, unless a limitation period or the need for interim relief requires faster action.

22.4 Standard terms. The Customer acknowledges that these are standard terms.

23. General

23.1 Notices. Notices to the Customer go to the account owner's email and the account; notices to MM go to hello@modern-miracle.com. Operational notices may be given in the Service.

23.2 Assignment. The Customer may assign the contract only with MM's consent, not to be unreasonably withheld. MM may assign it to an affiliate or to a successor of the Service business with notice.

23.3 Subcontracting. MM may use subcontractors and subprocessors, remains responsible for them, and for subprocessors follows the DPA.

23.4 Entire agreement. The documents in clause 1.3 are the entire agreement on their subject. Terms in the Customer's purchase orders do not apply.

23.5 Severability. If a provision is invalid, the rest remains in force and the parties replace the invalid provision with a valid one closest to its purpose.

23.6 Language. These terms are drafted in English. A translation is for information only.

Annex A. Exportable data and exempt categories

Annex A version: v1.0, 2026-11-05. This annex is part of the contract (clause 1.3) and is the exhaustive specification required by Data Act Art. 25(2)(e) and (f). "Retention" refers to the entry in the retention schedule (DPA Annex 3). Every category is available through the self-serve export from the day of the exit notice, during suspension and on every plan, and in the complete export bundle (clause 16.3(e)).

Part 1. Exportable data and digital assets (Art. 25(2)(e))

Part 2. Categories exempt from export (Art. 25(2)(f) and related provisions)

Each exclusion names its legal basis and the concrete risk. No exclusion covers data the Customer needs to switch: the Customer's inputs (E3, E5), configuration (E1, E2, E4, E13, E14) and outputs (E6, E7, E9) are exported.