Terms of Service

1. Acceptance and Order of Precedence

These Terms of Service ("Terms") govern your use of EM3A, operated by ShiftNode Digital s.r.o. ("we," "us," or "our"). By creating an account, accessing the Service, or clicking "I agree," you ("Customer" or "you") accept these Terms.

If you accept on behalf of a company, you represent that you are authorized to bind that company.

Order of precedence (highest first): (1) any signed Master Service Agreement, Statement of Work, or Order Form between you and us; (2) the Data Processing Agreement and Service Level Agreement where applicable; (3) these Terms; (4) other public website copy.

2. B2B Service and Consumer Carve-Out

B2B by default. EM3A is intended for commercial, business-to-business use. By signing up you confirm you are acting in a business or professional capacity.

Consumers (where applicable). Where you qualify as a consumer under mandatory law, mandatory consumer-protection rules apply notwithstanding anything to the contrary in these Terms. EU consumers normally have a 14-day right of withdrawal for digital services. By starting to use a paid feature during the withdrawal period you expressly request immediate performance and acknowledge that, on full performance, the right of withdrawal is lost (Art. 16(m) Directive 2011/83/EU).

3. Accounts and Eligibility

You must be at least 16 years old and able to enter into a binding contract. You are responsible for keeping credentials secure, enabling multi-factor authentication where offered, and for all activity under your account. Notify security@em3a.ai of any suspected unauthorized access.

4. Plans, Subscriptions, and Credits

EM3A is offered through workspace pilot and Enterprise access. Features, included credit allowances ("Signal Generations"), and limits are described on the pricing page, in-product, or in the applicable order form and may change with notice.

• Term & renewal: workspace access is provided for the term, and renews as, stated in the applicable order form or agreement. There is no public self-service purchase; access and credit allocations are provisioned by contract.
• Fees & invoicing: fees are as stated in the applicable order form and are invoiced by contract; we do not collect payment card details. Any fee changes apply to future terms as stated in the agreement.
• Currency & tax: fees are exclusive of VAT and other taxes unless stated. Czech VAT applies where required. For EU B2B customers with a valid VAT ID, the reverse-charge mechanism may apply. Non-EU customers are responsible for any local tax, withholding, customs, or import duties.
• Credits / Signal Generations: credits are a usage metric, not currency. They have no cash value, are non-refundable, are allocated to a workspace as stated in the applicable agreement, and may not be resold, transferred, or arbitraged. Scripted or automated abuse may result in throttling, suspension, or termination.
• Pilot access: provided "as-is," without SLA, and may be modified, throttled, or discontinued at any time. Conversion to Enterprise access requires an explicit workspace agreement or order form.
• Refunds: fees are non-refundable except where mandatory law requires otherwise or as stated in the signed order form.
• Late payment: if payment is materially overdue we may suspend access until the account is brought current and charge statutory default interest.

5. Lead Magnet and Free Tools (Intelligence Brief)

The Intelligence Brief and other free previews (calculators, sample reports, the chat assistant) are informational marketing previews based on public signals. They do not replace a paid subscription and are not legal, financial, procurement, security, or investment advice. We may limit, rate-limit, change, or discontinue them at any time. Submitting your email to receive the Intelligence Brief constitutes a request for that delivery and for related follow-up; you can unsubscribe at any time.

6. AI-Generated Content and Human Review

The Service uses large language models, grounded-search providers, and web-scraping providers to produce intelligence outputs, including project summaries, contact suggestions, scoring, recommended actions, and reports. AI-generated content may contain errors, omissions, hallucinations, outdated information, or incomplete public-signal reads.

You are responsible for reviewing AI-generated outputs before relying on them for business, legal, procurement, financial, security, hiring, or compliance decisions, and for any outbound communication you send based on those outputs.

7. Customer Data and Acceptable Use

You retain ownership of all data you upload, import, generate through the Service, or export ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and back up Customer Data solely as needed to provide and improve the Service, support you, prevent abuse, and comply with law.

You represent that you have all rights and lawful bases needed to provide Customer Data to us, including any consent or legitimate-interest assessment required to import third-party personal data, run outbound campaigns, or connect a CRM.

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference.

8. Intellectual Property

• Service IP: the Service, including software, models, prompts, workflows, templates, design system, documentation, and trademarks, is owned by ShiftNode Digital s.r.o. and its licensors.
• Customer Data: remains yours.
• Outputs: subject to your compliance with these Terms and payment of applicable fees, you may use AI-generated outputs for your internal business purposes and customer-facing materials. AI outputs may not be unique to you; we may generate similar outputs for other customers.
• Feedback: any feedback, suggestions, or ideas you provide may be used by us without restriction or compensation.
• Usage data: we may use aggregated, de-identified usage data to operate, secure, benchmark, and improve the Service.

9. Third-Party Services and Integrations

The Service may integrate with third-party services (CRMs, email providers, AI providers, identity providers). Your use of those services is governed by their own terms. We are not responsible for outages, policy changes, pricing changes, or data issues caused by third-party services outside our reasonable control. OAuth tokens you grant are used solely to provide the integration you configured.

10. Confidentiality

Each party will protect non-public business, technical, security, customer, and commercial information of the other party that is marked confidential or reasonably should be understood as confidential, and will use it only for the relevant engagement. This obligation survives termination for three years, except for trade secrets which are protected for as long as they qualify as trade secrets under law.

11. Data Protection

We process personal data in accordance with our Privacy Policy. Where we process personal data on your behalf as processor, the Data Processing Agreement applies.

12. Suspension and Termination

• By you: you may terminate as provided in your order form or agreement (and, where a self-service control is offered, from in-product settings). Termination stops renewal; it does not retroactively refund the current term unless mandatory law requires otherwise.
• By us: we may suspend or terminate access immediately if you materially breach these Terms, fail to pay, misuse the Service, create security or legal risk, or provide instructions that would require unlawful or unsafe processing.
• Data export: for 30 days after termination you may request export of Customer Data; afterwards we may delete it, subject to backup retention and legal-hold obligations.

13. Warranties and Disclaimers

We provide the Service with reasonable skill and care. To the maximum extent permitted by applicable law, the Service is otherwise provided "as-is" and "as-available". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. We do not guarantee specific commercial outcomes, search rankings, opportunity volume, conversion rates, revenue, or return on investment.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost data, goodwill loss, or business interruption.
• Our aggregate liability for all claims arising out of or related to the Service in any 12-month period is capped at the greater of (a) the fees you paid to us for the Service in the 12 months preceding the event giving rise to the claim, or (b) one hundred Euro (€100).
• The cap and exclusions do not apply to liability that cannot be excluded under applicable law (including death, personal injury caused by negligence, fraud, willful misconduct, mandatory consumer rights, and statutory data-protection liability of ShiftNode Digital s.r.o. as controller).

15. Indemnity

You will defend, indemnify, and hold harmless ShiftNode Digital s.r.o. and its personnel against third-party claims, damages, fines, losses, and reasonable costs arising from (a) your Customer Data; (b) your use of AI-generated outputs in customer-facing materials; (c) outbound communications you send using the Service; (d) your breach of these Terms or the Acceptable Use Policy; or (e) your violation of applicable law or third-party rights.

16. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, civil unrest, government action, labor disputes, internet or telecommunications failures, upstream provider outages, cyberattacks, pandemics, or sanctions.

17. Export Controls, Sanctions, and Anti-Corruption

You may not use the Service in violation of applicable export-control or sanctions laws (including EU, UK, US, and Czech regimes), or in a manner that would expose us to sanctions. You will not offer, give, or accept bribes or kickbacks in connection with the Service.

18. Beta Features

Features identified as beta, preview, or experimental are provided without SLA and may be modified or discontinued at any time. They may not meet the same security or reliability standards as generally available features and should not be used for production workloads without independent validation.

19. Governing Law and Jurisdiction

These Terms are governed by the laws of the Czech Republic, excluding its conflict-of-laws rules. The courts of Brno, Czech Republic have exclusive jurisdiction over any dispute, except where mandatory law (including mandatory consumer-protection rules for EU consumers, UK consumer law, or California law) grants the consumer a different forum.

20. Changes to the Terms

We may update these Terms from time to time. For material changes we will provide at least 30 days' notice by email or in-product banner before the change takes effect. Continued use after the effective date is acceptance.

21. Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, on notice to you. Any attempted assignment in breach of this section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

22. Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect. A party's failure to enforce a provision is not a waiver of its right to do so later, and any waiver must be in writing to be effective.

23. Entire Agreement

These Terms, together with the documents referenced in section 1 (including any signed Master Service Agreement or Order Form, the Data Processing Agreement, the Service Level Agreement, the Privacy Policy, and the Acceptable Use Policy), constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings on that subject. In case of conflict, the order of precedence in section 1 controls.

24. Notices and Contact

Legal notices must be sent to legal@em3a.ai in English. Operational questions: support@em3a.ai.