Terms of Service

THIS TERMS OF SERVICE AGREEMENT (the "Agreement") establishes the conditions under which you may receive, access, and utilize the services offered by MERAXES SOLUTIONS & SERVICES D.O.O. ("Meraxes", "we", "us", or "our"). Your acceptance of these terms occurs when you: (A) ACQUIRE ACCESS TO THE SERVICE VIA AN ONLINE PURCHASE PROCESS THAT INCORPORATES THIS AGREEMENT, (B) REGISTER FOR A FREE OR PAID SERVICE PLAN THROUGH A PLATFORM THAT INCORPORATES THIS AGREEMENT, OR (C) SELECT AN ACCEPTANCE CHECKBOX, THEREBY AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT'S TERMS. ANY INDIVIDUAL ACCEPTING THIS AGREEMENT ACTS ON BEHALF OF A CORPORATE ENTITY OR OTHER LEGAL ORGANIZATION ("Customer"); SUCH PERSON CONFIRMS AND GUARANTEES THEY POSSESS THE REQUISITE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. SHOULD THE ACCEPTING INDIVIDUAL LACK SUCH AUTHORITY, OR IF THE ENTITY REJECTS THESE TERMS AND CONDITIONS, SUCH PERSON SHALL NOT ACCEPT THIS AGREEMENT AND IS PROHIBITED FROM USING THE SERVICES. TERMS WRITTEN IN CAPITAL LETTERS CARRY THE DEFINITIONS PROVIDED HEREIN. THE CONTRACTING PARTIES HEREBY AGREE:

1. The Service

1.1 Description of Service

Meraxes operates and maintains Chatislav, a cloud-hosted artificial intelligence platform that delivers AI agents designed for customer support, sales operations, and user engagement activities (the "Service"). Any content, configurations, customizations, uploads, or other materials that the Customer (including Users) employs within the Service constitutes a "User Submission." The Customer bears complete responsibility for all User Submissions they contribute to the Service. Further provisions concerning User Submissions, including ownership rights, appear in Section 8.2 below. The Service encompasses templates, scripts, documentation, and additional resources that facilitate Customer utilization of the Service ("Meraxes Content"). Customers shall neither receive nor gain access to the Service's underlying code or software components (collectively, the "Software") nor obtain any copy of the Software itself.

1.2 Subscription Rights of Customer

In accordance with this Agreement's provisions, Customer may acquire a subscription to and obtain rights to access and utilize the Service as outlined in one or more order forms mutually agreed upon by the parties via Chatislav's website www.chatislav.ai, which incorporate this Agreement and specify the commercial terms governing Customer's subscription ("Order(s)"). Each subscription remains valid for the duration specified in the corresponding Order ("Subscription Period"). Service use and access is exclusively permitted for individuals whom the Customer has authorized and strictly for Customer's internal business operations, not to benefit any external parties ("Users").

1.3 Ownership Rights of Meraxes

Meraxes holds ownership of the Service, Software, Meraxes Content, Documentation, and all other materials supplied by Meraxes to the Customer (collectively, the "Meraxes Materials"). Meraxes maintains complete rights, title, and interest (encompassing all intellectual property rights) in and to the Meraxes Materials, all associated and underlying technology, plus any updates, enhancements, modifications, or corrections thereof, along with all derivative works or modifications of any such items. This Agreement grants no implied licenses, and Meraxes reserves all rights not explicitly granted to the Customer.

1.4 Multi-Entity Access Rights

The Customer may grant Service access to its Affiliates, whereby all rights bestowed and obligations assumed under this Agreement extend to such Affiliates. The Customer confirms and guarantees full responsibility for any Agreement violations by its Affiliates and possesses authority to negotiate this Agreement for its Affiliates. The Customer remains liable for all payment obligations under this Agreement, regardless of whether the Customer or its Affiliates use the Service. Any Affiliate claims against Meraxes must originate from the Customer, not the Affiliate directly. An "Affiliate" means any entity that directly or indirectly controls, is controlled by, or shares common control with a party, where "control" signifies ownership of greater than fifty percent (50%) of voting shares or equivalent equity interests.

2. Restrictions

2.1 Responsibilities of Customer

The Customer assumes responsibility for all activities occurring on their account and those of their Users, excluding activities resulting from unauthorized access caused by vulnerabilities inherent in the Service itself. The Customer shall ensure their Users understand and adhere to the obligations and restrictions contained in this Agreement, accepting responsibility for any User violations.

2.2 Usage Limitations

The Customer commits not to permit, either directly or indirectly, themselves, Users, or third parties to: (a) alter, translate, duplicate, or develop derivative works from the Service; (b) reverse engineer, decompile, or seek to uncover the Service's source code or underlying concepts, except where law permits; (c) sublicense, sell, rent, lease, distribute, or otherwise exploit the Service commercially; (d) eliminate proprietary notices from the Service; (e) utilize the Service in ways that violate applicable laws or regulations; (f) seek unauthorized access to or disrupt the Service; (g) employ the Service to support products that compete with Chatislav; (h) conduct unauthorized vulnerability testing of the Service. Should the Customer's Service usage significantly damage Meraxes or compromise the Service's security or integrity, Meraxes may suspend Service access while taking reasonable measures to notify the Customer and promptly address the issue.

2.3 API Usage Limitations

Meraxes may offer API access as a Service component. Meraxes retains the right to establish and implement API usage limits, and the Customer agrees to adhere to such restrictions. Meraxes may also suspend or revoke API access without notice.

3. Third-Party Services

The Service may connect with third-party products, services, or applications not owned or managed by Meraxes ("Third-Party Services"). Customers possess discretion to employ these Third-Party Services alongside our Service. When Service integration with any Third-Party Service necessitates it, customers become responsible for supplying their login credentials to Meraxes exclusively to enable Meraxes's Service delivery. Customers confirm they possess authority to provide such information without breaching any terms governing their Third-Party Service usage. Meraxes provides no endorsement of Third-Party Services. Customers acknowledge this Agreement excludes Third-Party Service usage, and they may need separate agreements with those service providers. Meraxes explicitly disclaims all representations and warranties regarding Third-Party Services. Customers must address any warranty claims or disputes directly with Third-Party Service providers. Third-Party Service usage occurs at the customer's sole risk. Meraxes shall no be liable for issues arising from Third-Party Service usage or inability to use such services.

4. Financial Terms

4.1 Service Fees

Customers must remit payment for Service access and usage as specified in the applicable order ("Fees" or "Plans"). All Fees are charged in the currency designated in the order or, absent currency specification, in U.S. dollars or Euros. Payment obligations cannot be cancelled and, unless explicitly stated in this Agreement, Fees are non-refundable. Meraxes retains the right to adjust its Fees or implement new fees at its sole discretion. Customers may choose not to renew their subscription if they object to any fee revisions.

4.2 Payment Processing

Payment collection occurs through ISKON AI OÜ, our designated payment collection entity, also directly or via third-party payment processors including Stripe, Inc. ("Payment Processors"). ISKON AI OÜ and Payment Processors will invoice customers for Fees using the credit card or alternative payment information customers provide. We retain the right to charge the customer's payment method for any services delivered under the order, including recurring Fees. Customers bear responsibility for ensuring we maintain current and accurate payment information. Providing inaccurate information may result in Service access suspension. We also retain the right to apply offsets against any customer-owed Fees. When customers pay through Payment Processors, such transactions become subject to the Payment Processor's terms, conditions, and privacy policies alongside this Agreement. We accept no responsibility for Payment Processor errors or omissions. We reserve the right to rectify any Payment Processor errors, even after payment requests or receipts. When customers authorize recurring charges by accepting an order, such charges automatically apply to the customer's payment method without additional authorization until the customer terminates this Agreement or modifies their payment method.

4.3 Tax Obligations

Fees exclude any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes imposed by any jurisdiction (collectively, "Taxes"). Customers bear responsibility for paying all Taxes related to their purchases. When Meraxes or ISKON AI OÜ becomes obligated to pay or collect Taxes for which customers are responsible, we will invoice customers for such Taxes unless customers provide valid tax exemption certificates authorized by the appropriate taxing authority in advance. For clarification, Meraxes remains solely responsible for taxes based on its income, property, and employees.

4.4 Payment Default

When customers fail to remit any Fees by their due date, Meraxes may suspend Service access until overdue amounts are settled. We are authorized to attempt multiple charges to the customer's payment method when initial charges fail. Customers who believe they have been billed incorrectly must contact us at [email protected] within sixty (60) days of the first billing statement displaying the error to request adjustments or credits. Upon receiving dispute notices, we will review and provide customers with written decisions, including supporting evidence for our determinations. When we determine that billed amounts are properly due, customers must remit these amounts within ten (10) days of receiving our written decision.

5. Term and Termination

5.1 Agreement Duration and Renewals

Chatislav service subscriptions ("Service") begin on the start date indicated on the applicable Order ("Subscription Start Date") and persist for the Subscription Period duration. Customers may decline subscription renewal by notifying Meraxes at [email protected] (contingent upon Meraxes providing written cancellation confirmation) or through subscription modifications via the Customer's Service account settings. This Agreement becomes effective on the Subscription Period's first day and continues throughout the Subscription Period duration stated on the Order, encompassing any Subscription Period renewals and any period during which the Customer uses the Service, even without a paid Order ("Term"). When either party terminates this Agreement, all Orders automatically terminate. Should a Customer cancel or decline to renew their paid Service subscription, the Customer's subscription remains accessible but automatically downgrades to a Service version with limited features and functionality that Meraxes provides to unpaid subscribers ("Free Version"). Upon Agreement termination by either Meraxes or the Customer, or should the Customer delete their Service workspace, Free Version access becomes revoked.

5.2 Agreement Termination

Either party may terminate this Agreement through written notice to the other party when the other party materially violates this Agreement and fails to remedy such violation within thirty (30) days following notice receipt. Meraxes may terminate Customer access to the Free Version at any time with notice.

5.3 Termination Consequences

When the Customer terminates this Agreement due to uncured Meraxes violations, Meraxes will refund any unused, prepaid Fees for the remaining then-current Subscription Period. When Meraxes terminates this Agreement due to uncured Customer violations, the Customer will pay any unpaid Fees covering the remaining then-current Subscription Period following the termination date. No termination relieves the Customer of obligations to pay any Fees owed to Meraxes for periods preceding the termination effective date. Following termination, all Meraxes-granted rights and licenses immediately cease, and the Customer loses Service access. Within thirty (30) days of termination for cause, upon Customer request, or if the Customer deletes their Service workspace, Meraxes will delete the Customer's User Information, including passwords, files, and submissions, unless earlier deletion is requested in writing. For Free Version Customers, Meraxes maintains User Submissions and User Information to support continuous service access.

However, Meraxes may permanently delete all user data and account information under the following circumstances:

• After one (1) year of account inactivity
• After three (3) consecutive months of non-payment

5.4 Surviving Provisions

Sections entitled "Meraxes's Ownership", "Third-Party Services", "Financial Terms", "Term and Termination", "Warranty Disclaimer", "Limitation of Liability", "Confidentiality", "Data" and "General Terms" survive any Agreement termination or expiration.

6. Warranties and Disclaimers

6.1 Customer Warranties

Customers confirm and guarantee that all User Submissions provided by Users conform to all applicable laws, rules, and regulations.

6.2 Service Disclaimers

EXCLUDING EXPLICIT STATEMENTS HEREIN, THE SERVICES AND ALL ASSOCIATED COMPONENTS AND INFORMATION ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND MERAXES EXPLICITLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT MERAXES PROVIDES NO WARRANTY THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, IN A TIMELY MANNER, SECURELY, OR ERROR-FREE. CERTAIN JURISDICTIONS PROHIBIT DISCLAIMER OF SPECIFIC WARRANTIES, SO THE PRECEDING DISCLAIMERS MAY NOT APPLY WHERE LEGALLY PROHIBITED.

7. Limitation of Liability

REGARDLESS OF ANY CONTRARY PROVISION, MERAXES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES ARISING FROM SERVICE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, BUSINESS OR GOODWILL LOSS, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF LEGAL THEORY. ADDITIONALLY, MERAXES'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR OWED BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY WHETHER OR NOT MERAXES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Confidentiality

8.1 Confidential Information Definition

Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may share business, technical, or financial information relating to the Disclosing Party's operations that, given the information's nature and disclosure circumstances, is reasonably deemed confidential ("Confidential Information"). For Meraxes, Confidential Information encompasses non-public details concerning Service features, functionality, and performance. For Customers, Confidential Information includes User Information and User Submissions. This Agreement, including all related Orders, constitutes both parties' Confidential Information. However, Confidential Information excludes information that: (a) becomes publicly accessible without violating any duty to the Disclosing Party; (b) was known to the Receiving Party prior to Disclosing Party disclosure without violating any duty; (c) is obtained from a third party without violating any duty; or (d) was independently developed by the Receiving Party without utilizing the Disclosing Party's Confidential Information.

8.2 Confidential Information Protection and Usage

The Receiving Party shall: (a) safeguard the Disclosing Party's Confidential Information using at least the same level of care applied to its own similar information, but never less than reasonable care; (b) limit Confidential Information access to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who require this information for Agreement-related purposes and who are bound by confidentiality obligations similar to those in this Agreement; (c) refrain from disclosing any Confidential Information to third parties without prior written Disclosing Party consent, except as explicitly permitted herein; and (d) utilize the Confidential Information exclusively to fulfill Agreement obligations. This does not prohibit sharing Agreement terms or the other party's name with potential investors or purchasers under standard confidentiality terms.

8.3 Legally Required Access or Disclosure

When legally required, the Receiving Party may access or disclose the Disclosing Party's Confidential Information, provided they notify the Disclosing Party in advance (when legally permissible) and provide reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to challenge the disclosure.

8.4 Customer Feedback

Customers may occasionally provide Service feedback ("Feedback"). Meraxes may choose to integrate this Feedback into its services. Customers grant Meraxes a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Meraxes deems appropriate, without any obligation or restriction, except for not identifying the Customer as the Feedback source.

9. Data

9.1 User Information

Customers and their Users must supply information such as names, email addresses, usernames, IP addresses, browsers, and operating systems ("User Information") to access the Service. Customers authorize Meraxes and its subcontractors to store, process, and retrieve User Information as part of Service usage. Customers warrant they possess necessary rights to provide User Information to Meraxes for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized credential usage.

9.2 User Submissions

Customers grant Meraxes a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions exclusively to deliver the Service. Beyond the rights granted here, Customers maintain all User Submission rights, with no implied licenses under this Agreement.

9.3 Service Performance Data

Meraxes gathers data regarding Service performance and operations ("Service Data") during Customer Service usage. Provided Service Data is aggregated and anonymized without disclosing personal information, Meraxes may freely use this data. Meraxes owns all Service Data rights but will not identify Customers or Users as its source.

9.4 Data Security

Meraxes implements reasonable security practices to safeguard Customer Data, including User Submissions and User Information. Nevertheless, Customers remain responsible for securing their systems and data. Meraxes processes all Customer Data according to its Privacy Policy, available at https://www.chatislav.ai/privacy-policy

10. General Terms

10.1 Marketing Rights

With Customer's prior written consent, Meraxes may identify the Customer and utilize and display the Customer's name, logo, trademarks, or service marks on Chatislav's website and in Meraxes's marketing materials. This helps demonstrate Chatislav's clientele and user base without compromising any confidential information or Customer privacy rights.

10.2 Force Majeure

Meraxes shall not be held liable for any performance failure or delay in fulfilling its obligations caused by events beyond its reasonable control, including but not limited to third-party hosting or utility provider failures, strikes (excluding those involving Meraxes's employees), riots, fires, natural disasters, wars, terrorism, or governmental actions. These circumstances provide Meraxes protection against unforeseen events that prevent service obligation fulfillment.

10.3 Service Modifications

Meraxes recognizes that Chatislav is an evolving, subscription-based product. To improve customer experience, Meraxes retains the right to modify the Service. However, Meraxes commits to avoiding material reduction of core functionality provided to Customers. Furthermore, Meraxes may unilaterally modify this Agreement's terms, provided Customers are notified at least thirty (30) days prior such changes become effective, with changes posted prominently, for example, on the Chatislav website terms page.

10.4 Party Relationship

This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Meraxes and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while collaborating under the terms specified in this Agreement.

10.5 Third-Party Rights Exclusion

This Agreement exists exclusively between Meraxes and the Customer. It does not intend to benefit any third party, nor shall any third party possess rights to enforce any of its terms, directly or indirectly. This clause clarifies the Agreement's intended scope, limiting obligations and benefits to the involved parties.

10.6 Communication Methods

Agreement notices will be communicated via email, though Meraxes may choose to deliver notices through the Service instead. Notices to Meraxes must be directed to [email protected], while Customer notices will be sent to email addresses they provide through the Service. Notices are deemed delivered the business day following emailing or the same day if delivered through the Service.

10.7 Agreement Modifications and Waivers

Agreement modifications will only be effective when in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise Agreement rights will be considered a waiver of that right. Waivers must also be in writing and signed by the waiving party.

10.8 Provision Separability

Should any Agreement provision be deemed unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to achieve lawfulness or enforceability, while remaining provisions continue in full effect. This clause ensures the Agreement remains operational even when parts are modified or removed.

10.9 Rights Assignment

Neither party may assign or delegate their Agreement rights or obligations without the other party's prior written consent, except that Meraxes may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or substantial asset sales. Any unauthorized assignment becomes void. This Agreement binds and benefits the parties, their successors, and permitted assigns.

10.10 Applicable Law and Legal Venue

This Agreement shall be governed by Republic of Serbia laws, excluding its conflict of laws principles. Agreement disputes will be resolved in the competent courts in Belgrade, Serbia, to which both parties consent to jurisdiction and venue. The prevailing party in any enforcement action is entitled to recover reasonable costs and attorney fees.

10.11 Complete Agreement

This Agreement, including any referenced documents and Orders, constitutes the complete agreement between Meraxes and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the parties' mutual expectations and obligations.

Contact Information:

Meraxes Solutions & Services d.o.o.

Milutina Milankovića 9ž

11070 Novi Beograd, Serbia

Email: [email protected]

Website: https://www.chatislav.ai

Effective Date: June 1, 2025

Last Updated: September 17, 2025