Version 1.0 · In force from 4 August 2026
TERMS OF SERVICE
(Master SaaS Terms — ONLYAI Platform)
Version 1.0 · Effective Date: 4 August 2026
These Terms of Service (these "Terms" or this "Agreement") constitute a legally binding agreement, concluded electronically, by and between:
DOSTART VENTURES LIMITED, registration number HE 487770, registered under the laws of Cyprus ("ONLYAI", "Company", "Supplier", "Processor", "we", "our", or "us"),
and
the person on whose behalf an account is registered and who is identified in the account registration and the applicable Order Form — being either (a) a legal entity (including agencies operating multiple Creator accounts), or (b) an individual acting in the course of his or her trade, business or profession (including individual Creators operating a “Solo” account) ("Customer", "Agency", "Controller", "you", or "your").
ONLYAI and Customer may each be referred to herein individually as a "Party" and collectively as the "Parties."
BINDING ELECTRONIC ACCEPTANCE
Customer accepts and agrees to be bound by this Agreement, together with all Schedules and policies incorporated by reference herein, by ticking the applicable non-pre-ticked acceptance checkbox and clicking the corresponding account registration or acceptance button presented during registration. Customer’s subsequent access to or use of the Services confirms and evidences its continuing acceptance of this Agreement but shall not replace the required clickwrap acceptance during registration. For individually negotiated enterprise arrangements, this Agreement may alternatively be accepted by execution of a written or electronic Order Form expressly referencing this Agreement.
Where the account is registered for or on behalf of a legal entity, the individual performing any such action represents and warrants that he or she is duly authorized to act on behalf of, and to legally bind, that entity. If such individual does not have such authority, or if Customer does not agree with this Agreement, Customer must not register an account and must not access or use the Services. The Services are intended exclusively for business and professional use; by accepting this Agreement, Customer confirms that it enters into this Agreement and uses the Services in the course of its trade, business or profession and not as a consumer.
This Agreement becomes effective on the date on which Customer first accepts it as described above (the “Effective Date”), as recorded by ONLYAI’s systems.
ONLYAI maintains electronic records of each acceptance, including the identity of the account and of the accepting individual, the date and time (timestamp) of acceptance, the originating IP address, and the version of this Agreement and of each incorporated Schedule accepted. Such records shall constitute prima facie evidence of the conclusion and content of this Agreement to the fullest extent permitted by Applicable Law.
The current version of this Agreement and of all incorporated Schedules is published at permanent URLs on ONLYAI’s website and may be reviewed, downloaded and stored by Customer at any time prior to and after acceptance.
RECITALS:
WHEREAS, ONLYAI has developed proprietary enterprise software providing artificial intelligence-assisted communication infrastructure for professional creator management agencies and other business customers;
WHEREAS, Customer desires to subscribe to and use the Services solely for its own internal business purposes and in accordance with this Agreement;
WHEREAS, the Parties acknowledge that ONLYAI provides software tools only and does not provide creator management services, agency services, customer support outsourcing services, or communication services on behalf of Customer;
WHEREAS, the Parties intend that ONLYAI acts solely as a technology provider and, where applicable under Applicable Data Protection Law, as a Data Processor acting exclusively on documented instructions from Customer;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below.
1.1 "AI"
means artificial intelligence technologies, including generative artificial intelligence, large language models (LLMs), machine learning systems, retrieval-augmented generation (RAG), prompt orchestration, natural language processing, and related computational models used by ONLYAI to provide the Services.
1.2 "AI Output"
means any response, recommendation, text, message, analysis, classification, prioritization, summary, insight, workflow, suggestion or other output generated by the Services.
AI Output constitutes probabilistic computer-generated content and does not constitute professional advice, legal advice, financial advice or factual representations.
1.3 "AI Services"
means the artificial intelligence-assisted software functionality made available by ONLYAI under this Agreement.
1.4 "Applicable Laws"
means all applicable federal, state, local and international laws, regulations, directives, governmental requirements and legally binding rules applicable to the Parties, including, where applicable:
- GDPR;
- UK GDPR;
- EU AI Act;
- Digital Services Act;
- applicable consumer protection laws;
- export control laws;
- sanctions regulations;
- intellectual property laws.
1.5 "Authorized User"
means an employee, contractor or representative of Customer who is authorized to access the Services.
1.6 "Business Day"
means any day other than Saturday, Sunday or an official public holiday in Cyprus.
1.7 "Confidential Information"
means all non-public information disclosed by one Party to the other, including software, source code, business methods, pricing, documentation, algorithms, prompts, AI models, customer information and technical information.
1.8 "Creator"
means an individual content creator managed by Customer whose account is connected to the Services.
1.9 "Customer Data"
means any information, files, prompts, conversations, creator profiles, media, metadata, business rules, AI configuration, documentation or Personal Data submitted by or on behalf of Customer through the Services.
Customer Data excludes ONLYAI Intellectual Property.
1.10 "Documentation"
means the user manuals, technical documentation, implementation guides, support materials and online documentation made available by ONLYAI.
1.11 "Effective Date"
means the date and time on which Customer accepts this Agreement by ticking the acceptance checkbox and clicking the corresponding button during account registration, as recorded by ONLYAI’s systems (or, for individually negotiated enterprise arrangements, the date of execution of the applicable Order Form).
1.12 "Fees"
means all subscription fees, revenue sharing fees and other amounts payable under this Agreement or an Order Form.
1.13 "Human Oversight"
means meaningful human review, supervision and intervention over AI-assisted communications, including the ability of Customer to configure, modify, suspend or override AI-generated actions.
1.14 "Intellectual Property Rights"
means all patents, copyrights, database rights, trademarks, trade names, domain names, trade secrets, know-how, software rights and other proprietary rights existing anywhere in the world.
1.15 "Order Form"
means the electronic ordering process completed and submitted by Customer within the Services or on ONLYAI’s website (including selection of the subscribed Services and subscription plan, provision of Customer’s corporate and billing details, and any applicable commercial parameters), together with the resulting electronic order confirmation issued by ONLYAI. No handwritten or qualified electronic signature is required; electronic completion, submission and confirmation of the order constitute execution of the Order Form, and references in this Agreement or any Schedule to “executing” or “execution of” an Order Form shall be construed accordingly.
1.16 "Personal Data"
has the meaning assigned under the GDPR.
1.17 "Platform"
means any supported third-party creator platform integrated with the Services, including, where supported by ONLYAI, OnlyFans or any successor platform.
1.18 "Processor"
has the meaning assigned under Article 4 GDPR.
1.19 "Controller"
has the meaning assigned under Article 4 GDPR.
1.20 "Services"
means the cloud-based software services provided by ONLYAI under this Agreement, including:
- AI Chat Engine;
- AI Sales Engine;
- Operational Analytics;
- AI-assisted communications;
- automation workflows;
- reporting dashboards;
- notifications;
- integrations;
- APIs;
- documentation;
- support services;
- and any additional functionality described in an Order Form.
1.21 "Software"
means ONLYAI's proprietary software platform together with all updates, improvements, modifications and related Documentation.
1.22 "Supported Platform"
means any third-party digital platform officially supported by ONLYAI.
1.23 "Subprocessor"
means any third party engaged by ONLYAI to process Personal Data on behalf of Customer.
1.24 "Subscription Term"
means the period specified in the applicable Order Form.
1.25 "Usage Data"
means aggregated statistical and technical information relating to operation, performance, availability, diagnostics and security of the Services that does not identify Customer or any natural person.
1.26 “Third-Party Dependency”
means any third-party technology, infrastructure, software, platform, application programming interface (API), artificial intelligence model, cloud computing service, hosting environment, database service, content delivery network, domain name system service, telecommunications network, internet connectivity service, cybersecurity service, authentication service, payment or messaging infrastructure, Supported Platform, or other external system, component or service that is not owned and directly controlled by ONLYAI and upon which the Services may depend, interoperate with, connect to, retrieve data from, transmit data through or otherwise rely upon.
2. INTERPRETATION
Unless the context otherwise requires:
(a) headings are included for convenience only and shall not affect interpretation;
(b) references to Sections, Exhibits or Schedules refer to this Agreement;
(c) the words "including", "includes" and similar expressions shall mean "including without limitation";
(d) words in the singular include the plural and vice versa;
(e) references to Applicable Law include any amendment or replacement thereof;
(f) references to "written" or "in writing" include electronic communications where legally permitted;
(g) any ambiguity shall not be construed against the drafting Party.
3. AGREEMENT STRUCTURE
This Agreement consists of these Terms of Service (Master SaaS Terms), the Order Form(s) submitted by Customer, and the following Schedules and policies, each of which is published at the permanent URL indicated below and is incorporated into this Agreement by reference:
| Schedule | Document | Permanent URL |
|---|---|---|
| Schedule A | Order Form (Electronic Order) | https://onlyai.work/legal/order-form |
| Schedule B | Service Level Agreement (SLA) | https://onlyai.work/legal/sla |
| Schedule C | Data Processing Agreement (DPA) | https://onlyai.work/legal/dpa |
| Schedule D | AI Services Addendum | https://onlyai.work/legal/ai-addendum |
| Schedule E | Acceptable Use Policy (AUP) | https://onlyai.work/legal/aup |
| Schedule F | Platform Compliance Policy | https://onlyai.work/legal/platform-compliance |
| Schedule G | Privacy Policy (where applicable) | https://onlyai.work/legal/privacy |
| Schedule H | Technical & Organizational Measures (TOMs) | https://onlyai.work/legal/security |
| Schedule I | Subprocessor Governance & Approved Subprocessor Register | https://onlyai.work/legal/subprocessors |
together with any additional schedules expressly incorporated by reference.
By accepting this Agreement, Customer acknowledges that each of the documents listed above was made available to Customer at the URL indicated prior to acceptance, and agrees to be bound by each of them.
In the event of conflict, the following order of precedence shall apply:
mandatory provisions of Applicable Law;
the applicable Order Form — solely in respect of commercial terms;
the Data Processing Agreement — solely in respect of Personal Data matters;
the AI Services Addendum — solely in respect of AI-specific matters;
these Terms of Service;
the Service Level Agreement — solely in respect of service levels and support;
the remaining incorporated Schedules and policies.
A subject-specific Schedule prevails only in relation to the subject matter expressly governed by that Schedule.
All Schedules and incorporated policies are published at permanent URLs on ONLYAI’s website and are incorporated into this Agreement by reference. The versions in force at the time of Customer’s acceptance (as recorded in ONLYAI’s acceptance logs) shall apply, as subsequently updated in accordance with Section 25.7 (Amendment).
4. SERVICES
4.1 Provision of Services
Subject to the terms and conditions of this Agreement, ONLYAI shall provide Customer with access to the cloud-based software platform and related artificial intelligence-assisted communication services described in the applicable Order Form (the "Services") during the applicable Subscription Term.
The Services are provided exclusively on a software-as-a-service (SaaS) basis. Customer acknowledges and agrees that ONLYAI provides access to software functionality only and does not provide outsourced communication services, creator management services, agency services, sales services, customer support services or business process outsourcing.
Nothing in this Agreement shall be interpreted as creating an agency, employment, partnership or joint venture relationship between ONLYAI and Customer, any Creator or any end user.
4.2 Nature of the Services
Customer acknowledges that the Services constitute configurable enterprise software intended to assist Customer in managing digital communications.
The Services may include, among other features:
- AI-assisted communication tools;
- AI Chat Engine;
- Sales automation workflows;
- message prioritization;
- conversation analytics;
- trigger-based messaging;
- AI-generated recommendations;
- operational dashboards;
- workflow automation;
- reporting functionality;
- escalation tools;
- notification systems;
- integrations with Supported Platforms.
Customer further acknowledges that the Services are configurable software tools and that ONLYAI does not independently determine how Customer elects to configure, deploy or use such functionality.
4.3 Continuous Development
Customer acknowledges that ONLYAI operates a continuously evolving software platform.
ONLYAI may from time to time:
- improve existing functionality;
- introduce new features;
- modify AI models;
- replace underlying technologies;
- improve user interface components;
- enhance security;
- improve performance;
- update integrations.
Such modifications shall not constitute a breach of this Agreement provided they do not materially reduce the overall functionality of the subscribed Services.
4.4 Beta Features
ONLYAI may make available experimental, preview or beta functionality.
Such functionality is provided solely for evaluation purposes and may:
- contain errors;
- be incomplete;
- change without notice;
- be discontinued at any time.
Beta functionality is provided "AS IS" and is excluded from any Service Level commitments.
5. SUBSCRIPTION LICENSE
5.1 License Grant
Subject to Customer's compliance with this Agreement, ONLYAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business operations.
No ownership rights are transferred.
All rights not expressly granted remain reserved by ONLYAI.
5.2 Permitted Use
Customer may use the Services solely:
(a) for its own internal business operations;
(b) in connection with management of Creator accounts;
(c) through Authorized Users;
(d) in accordance with this Agreement.
5.3 Restrictions
Except as expressly permitted by Applicable Law, Customer shall not:
- copy the Software;
- modify the Software;
- reverse engineer the Software;
- decompile the Software;
- disassemble the Software;
- create derivative works;
- extract prompts;
- extract AI workflows;
- benchmark the Software for publication;
- train competing AI systems using the Software;
- scrape the Software;
- resell the Software;
- sublicense the Software;
- circumvent security mechanisms;
- attempt unauthorized access;
- interfere with operation of the Services.
5.4 No Transfer of Intellectual Property
Nothing contained in this Agreement transfers ownership of:
- software;
- algorithms;
- AI models;
- prompt engineering;
- orchestration logic;
- workflows;
- documentation;
- user interface;
- analytics engine;
- system architecture;
- APIs;
or any other Intellectual Property Rights belonging to ONLYAI.
6. AI SERVICES
6.1 AI-Assisted Functionality
Customer acknowledges that the Services include artificial intelligence technologies designed to assist Customer in managing digital communications.
The AI functionality is intended to:
- generate suggested communications;
- automate configurable workflows;
- prioritize conversations;
- identify operational patterns;
- assist Customer personnel in routine communication activities.
The Services are intended to support Customer's business operations and shall not replace Customer's managerial, operational or legal responsibilities.
6.2 Nature of AI Outputs
Customer acknowledges that AI Outputs:
(a) are generated probabilistically;
(b) may contain inaccuracies;
(c) may be incomplete;
(d) may vary for identical inputs;
(e) should not be considered factual statements;
(f) require Customer's business judgment.
ONLYAI does not warrant that AI Outputs will always be:
- accurate;
- complete;
- lawful;
- commercially optimal;
- suitable for Customer's intended purpose.
6.3 Customer Configuration
Customer retains exclusive authority to configure:
- communication style;
- escalation rules;
- monetization rules;
- AI workflows;
- creator profiles;
- business logic;
- automation settings;
- retention periods;
- AI behavior parameters.
ONLYAI shall not independently determine such business rules.
6.4 AI Recommendations
Any recommendations, prioritizations, classifications, analytics, scores or suggested actions generated by the Services constitute informational recommendations only.
Customer remains solely responsible for determining whether to act upon such recommendations.
Nothing generated by the Services shall constitute an instruction or decision on behalf of Customer.
6.5 Human Oversight
The Parties acknowledge that Human Oversight constitutes a fundamental principle of the Services.
Accordingly:
(a) Customer shall designate appropriate personnel responsible for supervising operation of the Services;
(b) Customer may configure escalation rules requiring human review;
(c) Customer may suspend or disable AI functionality at any time;
(d) Customer remains responsible for determining the appropriate degree of automation for its business operations.
ONLYAI strongly recommends meaningful human supervision over AI-assisted communications, particularly where communications involve unusual circumstances, sensitive matters or potential legal risks.
6.6 AI Improvements
ONLYAI may improve underlying AI technologies from time to time.
Such improvements may include:
- improved prompting;
- improved routing;
- improved safety mechanisms;
- improved moderation;
- improved reasoning;
- improved performance.
Unless expressly agreed otherwise, such improvements shall not require Customer approval.
7. CUSTOMER RESPONSIBILITIES
7.1 General Responsibilities
Customer shall:
(a) comply with all Applicable Laws;
(b) comply with this Agreement;
(c) maintain all required rights to use Customer Data;
(d) ensure all Authorized Users comply with this Agreement;
(e) supervise use of the Services.
7.2 Customer Instructions
Customer acknowledges that ONLYAI processes Customer Data solely on Customer's documented instructions.
Customer is solely responsible for determining:
- purposes of processing;
- lawful basis for processing;
- categories of Personal Data processed;
- retention periods;
- business rules;
- communication strategies;
- creator instructions.
7.3 Customer Responsibility for Communications
Customer remains solely responsible for:
- communications sent through Customer accounts;
- commercial decisions;
- pricing;
- discounts;
- promotional strategies;
- creator relationships;
- compliance with Supported Platform rules.
ONLYAI provides software functionality only.
7.4 Creator Authorization
Customer represents and warrants that it possesses all rights, authorizations and permissions necessary to connect Creator accounts to the Services.
Customer shall obtain all required permissions from Creators before enabling AI-assisted communications.
8. SUPPORTED PLATFORMS
8.1 Third-Party Platforms and Dependencies
The Services may integrate, interoperate or otherwise depend upon Supported Platforms and other Third-Party Dependencies operated, maintained or controlled by independent third parties.
ONLYAI does not own or control such Third-Party Dependencies and cannot guarantee their continued availability, performance, compatibility, security, response times or uninterrupted operation.
Customer acknowledges and agrees that:
(a) third-party terms, technical specifications, APIs, authentication methods, access requirements and usage limitations may change from time to time;
(b) APIs may be modified, restricted, suspended, rate-limited, deprecated or discontinued;
(c) third-party infrastructure, cloud services, hosting environments, database services, content delivery networks, domain name system services, telecommunications networks and other external systems may experience outages, latency, degradation or interruption;
(d) Supported Platforms may restrict, suspend or terminate access to their systems or functionality;
(e) third-party artificial intelligence models or other external technology providers may modify, suspend, restrict or discontinue relevant services; and
(f) such events may temporarily or permanently affect the availability, performance or functionality of the Services.
ONLYAI shall not be deemed in breach of this Agreement or any applicable Service Level Agreement, and shall have no liability for any unavailability, degradation, latency, interruption, failure or loss of functionality to the extent caused by a Third-Party Dependency or any event outside ONLYAI’s reasonable control.
Where reasonably practicable, ONLYAI shall use commercially reasonable efforts to mitigate the impact of a material disruption affecting a Third-Party Dependency and to restore the affected functionality; provided, however, that ONLYAI shall not be required to procure substitute third-party services, incur materially disproportionate costs or redesign the Services solely to remedy a failure attributable to a third party.
8.2 No Affiliation
ONLYAI is an independent software provider.
Nothing contained in this Agreement shall be interpreted as suggesting endorsement, sponsorship, affiliation or partnership between ONLYAI and any Supported Platform.
8.3 Customer Responsibility
Customer remains solely responsible for ensuring that its use of the Services complies with all applicable terms, policies and requirements of any Supported Platform used by Customer.
ONLYAI does not warrant that Customer's use of the Services will satisfy the contractual requirements imposed by any third-party platform.
9. SUBSCRIPTION TERM
9.1 Subscription
Customer subscribes to the Services identified in the applicable Order Form for the Subscription Term specified therein.
Each Order Form constitutes a separate subscription but shall be governed by this Agreement.
The Services are offered in two account types selected by Customer during registration: “Solo” (a single Creator account with a simplified workspace) and “Agency” (multiple Creator accounts with team access for Authorized Users). The selected account type forms part of the applicable Order Form.
9.2 Subscription Term
Unless a fixed Subscription Term is expressly specified in the applicable Order Form, each paid subscription operates on a monthly rolling basis, commencing in accordance with the applicable Order Form, and continues until terminated in accordance with this Agreement.
9.3 Fixed-Term Subscriptions
Where an Order Form expressly specifies a fixed Subscription Term, the subscription shall continue for that period and may automatically renew only where the applicable Order Form expressly provides for such renewal, subject to any pricing adjustments permitted under this Agreement.
9.4 Trial Subscription
ONLYAI provides a free trial period commencing upon Customer’s first connection of a Creator account to the Services. No Account Balance funding or payment details are required during the trial period.
Unless otherwise agreed in writing:
- the trial period shall be seven (7) consecutive calendar days;
- Customer receives access to substantially the same functionality as a paid subscription;
- the trial is provided solely for evaluation purposes;
- ONLYAI may terminate the trial at any time if Customer violates this Agreement.
Unless Customer confirms the applicable Order Form and maintains sufficient funds in the Account Balance by the expiration of the Trial Period, access to the Services may be restricted, suspended or terminated upon expiration of the Trial Period. Funding the Account Balance during the Trial Period confirms the applicable Order Form but does not shorten or terminate the Trial Period unless Customer expressly elects to commence the paid subscription immediately.
9.5 Expansion
Customer may add:
- additional Creators;
- additional workspaces;
- additional Authorized Users;
- additional subscription plans;
- enterprise modules.
Additional Services shall be billed at ONLYAI's then-current pricing unless otherwise agreed in writing.
10. FEES
10.1 Subscription Fees
Customer shall pay the subscription fees specified in the applicable Order Form.
The applicable pricing tier is determined separately for each connected Creator account, based on that Creator’s gross revenue for the preceding calendar month as measured through Supported Platform API data and the reporting methods described in Section 10.4. The tier is re-assessed automatically each calendar month. For Agency accounts, the total monthly Subscription Fee equals the sum of the fees applicable to each connected Creator account.
For the first paid billing period, the applicable Subscription Fee tier shall be determined using the most recent complete calendar-month gross revenue data available through the Supported Platform API. If such data is unavailable, the lowest Subscription Fee tier shall apply until sufficient data becomes available. The Subscription Fee for the first partial calendar month shall be prorated based on the number of days remaining in that calendar month.
Unless otherwise agreed:
| Previous Monthly Creator Revenue | Monthly Fee |
|---|---|
| Up to USD 1,000 | USD 100 |
| USD 1,001 – USD 15,000 | USD 120 |
| USD 15,001 – USD 25,000 | USD 200 |
| Above USD 25,000 | USD 300 |
ONLYAI may offer promotional pricing, including early adopter pricing, under separate commercial arrangements.
10.2 Revenue Share
In addition to the applicable subscription fee, Customer shall pay ONLYAI a revenue share equal to five percent (5%) of AI Generated Revenue unless otherwise specified in the applicable Order Form.
10.3 Definition of AI Generated Revenue
For purposes of this Agreement, "AI Generated Revenue" means gross revenue received by Customer that is directly attributable to communications generated or initiated through the Services, including revenue derived from:
- PPV content sold through AI-assisted conversations;
- AI-driven promotional campaigns;
- automated follow-up communications;
- AI-assisted sales workflows;
- AI-triggered monetization sequences;
- other AI-assisted commercial interactions facilitated by the Services.
AI Generated Revenue excludes:
- chargebacks;
- refunded transactions;
- taxes;
- payment processor fees;
- manual sales unrelated to the Services;
- revenue generated before activation of the Services.
ONLYAI reserves the right to reasonably adjust the methodology for calculating AI Generated Revenue where necessary to reflect the actual operation of the Services, provided that any material changes shall apply prospectively and Customer shall receive prior written notice.
10.4 Reporting
Customer shall provide ONLYAI with accurate information reasonably necessary to calculate AI Generated Revenue.
ONLYAI may rely upon:
- API data;
- system analytics;
- platform reporting;
- Customer reports;
- other commercially reasonable verification methods.
Customer represents that all reported information shall be complete and accurate.
Customer may dispute a Revenue Share calculation by submitting a reasonably detailed written notice within fifteen (15) days after the relevant invoice or receipt becomes available in Customer’s account. In the absence of a timely dispute, the calculation shall be deemed accepted, except in the case of manifest error. Undisputed amounts remain payable during the resolution of any dispute, and any agreed adjustment shall be credited or debited against the Account Balance or the next deduction.
Where Supported Platform API data is unavailable due to Customer’s act or omission (including revocation of API access), ONLYAI may calculate the applicable amounts using the most recent available data, Customer reports or other commercially reasonable evidence.
10.5 Account Balance and Payment
Fees are paid through a prepaid account balance maintained by Customer within the Services (the “Account Balance”). Customer may fund the Account Balance by bank card or by cryptocurrency transfer (USDT stablecoin). Top-ups are credited and denominated in USD at the value applicable at the time the top-up is completed.
On the first day of each calendar month (calculated by reference to UTC), ONLYAI automatically deducts from the Account Balance: (a) the Subscription Fee for the current month, determined under Section 10.1 by reference to the preceding calendar month; and (b) the Revenue Share under Section 10.2 in respect of AI Generated Revenue for the preceding calendar month. ONLYAI issues an electronic invoice or receipt for each deduction, available in Customer’s account. Where final Supported Platform data is unavailable at the scheduled billing time, ONLYAI may make a provisional deduction based on the most recently available data and shall subsequently credit or debit the Account Balance once the relevant data becomes available. A Creator account connected at any time during a calendar month shall be included in billing from the calendar month in which its paid subscription commences, subject to the proration rule in Section 10.1.
If the Account Balance is insufficient to cover amounts due, ONLYAI shall notify Customer, and Customer shall fund the shortfall within seven (7) days of notice, failing which ONLYAI may suspend the Services in accordance with Section 11. Suspension does not release Customer from amounts accrued prior to suspension: Revenue Share in respect of AI Generated Revenue generated prior to suspension remains payable, and no new Subscription Fee shall accrue for any full calendar month during which the Services remain fully suspended.
Card payments are processed by third-party payment service providers. ONLYAI does not store complete payment card details. A card top-up is credited only after successful authorization and confirmation by the relevant payment provider. Reversed, disputed, fraudulent or charged-back payments may be deducted from the Account Balance, and Customer remains liable for any resulting shortfall and applicable third-party fees. ONLYAI does not automatically charge Customer’s card unless Customer separately activates an automatic top-up feature. Cryptocurrency top-ups are final and non-reversible once confirmed on the applicable network; this does not preclude ONLYAI, in its discretion, from making a separate compensatory payment in exceptional cases.
The Account Balance is a closed-loop contractual credit usable solely to discharge Fees owed to ONLYAI under this Agreement. It cannot be transferred to another Customer, withdrawn as cash, used to pay third parties or redeemed other than as expressly provided in this Agreement. The Account Balance does not constitute electronic money or a deposit and accrues no interest.
Unused Account Balance is non-refundable, except: (a) where required by Applicable Law; (b) where Customer terminates this Agreement for ONLYAI’s uncured material breach; (c) where ONLYAI discontinues the Services or terminates this Agreement other than for Customer’s breach; (d) in the case of an erroneous or duplicated card charge; (e) where a refund is required by the applicable card scheme or payment provider; or (f) at ONLYAI’s discretion. Any refund shall be made net of accrued Fees, applicable network and processing fees, chargebacks and reasonable administrative costs, to the extent permitted by Applicable Law.
10.6 Taxes
All Fees are exclusive of:
- VAT;
- GST;
- sales taxes;
- withholding taxes;
- similar governmental charges.
Customer shall be responsible for payment of all applicable taxes except taxes imposed upon ONLYAI's income.
If Customer is legally required to withhold taxes, Customer shall provide ONLYAI with official evidence of such withholding and cooperate in obtaining any available treaty benefits.
10.7 Late Payments
Amounts due and not covered by the Account Balance or otherwise paid when due shall accrue interest at the lesser of:
(a) one and one-half percent (1.5%) per month; or
(b) the maximum rate permitted by Applicable Law.
Late payment shall not limit any other remedies available to ONLYAI.
10.8 Price Adjustments
ONLYAI may adjust subscription pricing by providing Customer with at least sixty (60) days’ prior written notice. The adjusted pricing shall apply prospectively from the first billing period commencing after expiration of the notice period.
Promotional pricing shall expire at the end of the agreed promotional period.
11. SUSPENSION OF SERVICES
11.1 Suspension Rights
ONLYAI may immediately suspend access to all or part of the Services if:
(a) Customer materially breaches this Agreement;
(b) Customer fails to pay undisputed Fees;
(c) Customer engages in unlawful activities;
(d) Customer violates the Acceptable Use Policy;
(e) Customer's use threatens the security or availability of the Services;
(f) suspension is required by Applicable Law.
Suspension shall not relieve Customer of its payment obligations.
11.2 Emergency Suspension
ONLYAI may immediately suspend the Services without prior notice where reasonably necessary to:
- protect system security;
- prevent fraud;
- prevent abuse;
- comply with legal obligations;
- prevent imminent harm to ONLYAI or third parties.
ONLYAI shall use commercially reasonable efforts to restore access once the underlying issue has been resolved.
11.3 Effect of Suspension
During suspension:
- Customer may temporarily lose access to the Services;
- Customer Data shall remain protected in accordance with this Agreement and the Data Processing Agreement;
- all Fees accrued prior to suspension, including Revenue Share attributable to AI Generated Revenue generated prior to suspension, shall remain payable; and
- no new Subscription Fee shall accrue for any full calendar month during which the Services remain fully suspended, unless the suspension results from Customer’s material breach, unlawful activity or violation of the Acceptable Use Policy, in which case ONLYAI may continue to charge the applicable Subscription Fee to the extent specified in the suspension notice.
12. AUDIT AND VERIFICATION
12.1 Financial Verification
Where Revenue Share forms part of Customer's pricing model, ONLYAI may, upon reasonable prior notice and no more than once per calendar year, request documentation reasonably necessary to verify the accuracy of AI Generated Revenue calculations.
Such verification may include:
- revenue reports;
- platform analytics;
- transaction summaries;
- other commercially reasonable supporting documentation.
ONLYAI shall not be entitled to access Customer's confidential financial information beyond what is reasonably necessary to verify Fees payable under this Agreement.
12.2 Underpayment
If verification identifies an underpayment exceeding five percent (5%) of the amounts due for the audited period, Customer shall promptly:
(a) pay the outstanding amount;
(b) reimburse ONLYAI for reasonable verification costs.
12.3 Confidentiality
All information obtained during any verification process shall constitute Customer Confidential Information and shall be used solely for purposes of verifying compliance with this Agreement.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Ownership of the Services
ONLYAI and its licensors retain and shall continue to retain all worldwide right, title and interest in and to the Services, including all associated Intellectual Property Rights.
Without limitation, ONLYAI exclusively owns all rights in and to:
(a) the Software;
(b) the platform architecture;
(c) source code;
(d) object code;
(e) APIs;
(f) system architecture;
(g) workflow architecture;
(h) orchestration logic;
(i) prompt engineering methodologies;
(j) system prompts;
(k) retrieval pipelines;
(l) vectorization methodologies;
(m) AI workflows;
(n) dashboards;
(o) reporting engines;
(p) analytics engines;
(q) Documentation;
(r) user interface;
(s) trademarks;
(t) logos;
(u) service marks;
(v) trade secrets;
(w) know-how;
(x) inventions;
(y) improvements;
(z) all derivative works thereof.
No ownership rights are transferred under this Agreement.
13.2 Feedback
Customer may voluntarily provide comments, suggestions or recommendations regarding the Services ("Feedback").
Customer grants ONLYAI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, commercialize and incorporate such Feedback into the Services without restriction and without any obligation to Customer.
13.3 Usage Data
ONLYAI may collect and use Usage Data solely for:
- operating the Services;
- security;
- diagnostics;
- fraud prevention;
- capacity planning;
- service improvement;
- statistical reporting.
Usage Data shall not include Customer Confidential Information in identifiable form.
Where Usage Data constitutes Personal Data, ONLYAI shall process such data in accordance with Applicable Data Protection Laws.
13.4 Reservation of Rights
Except for the limited subscription rights expressly granted herein, no license, assignment or transfer of Intellectual Property Rights shall arise by implication, estoppel or otherwise.
14. CUSTOMER DATA
14.1 Ownership
As between the Parties, Customer retains all right, title and interest in and to Customer Data.
Nothing contained in this Agreement transfers ownership of Customer Data to ONLYAI.
14.2 Customer Responsibility
Customer represents and warrants that it possesses all rights necessary to provide Customer Data to ONLYAI.
Customer further represents that:
(a) it has obtained all required permissions from Creators;
(b) it has an appropriate legal basis for processing Personal Data;
(c) Customer Data does not infringe third-party rights.
14.3 Processing Instructions
Customer instructs ONLYAI to process Customer Data solely for purposes of providing the Services described in this Agreement.
ONLYAI shall not process Customer Data for any unrelated commercial purpose.
14.4 No Sale of Customer Data
ONLYAI shall not:
(a) sell Customer Data;
(b) license Customer Data to third parties;
(c) commercialize Customer Data;
(d) use Customer Data for advertising purposes;
(e) disclose Customer Data except as expressly permitted under this Agreement or required by Applicable Law.
14.5 AI Training
Unless expressly agreed in writing by Customer, ONLYAI shall not use Customer Data to:
(a) train foundation models;
(b) train general-purpose AI models;
(c) perform fine-tuning of publicly available models;
(d) create commercial datasets;
(e) develop AI models for third parties.
This restriction shall not prohibit ONLYAI from using de-identified, aggregated or anonymized information that no longer identifies Customer, any Creator or any identifiable natural person, to the extent permitted by Applicable Law.
14.6 Customer Configuration
Customer acknowledges that Customer exclusively determines:
- communication strategy;
- AI configuration;
- automation settings;
- retention periods;
- creator profiles;
- business logic;
- monetization workflows;
- escalation rules.
ONLYAI merely provides configurable software functionality.
15. DATA PROTECTION
15.1 Roles of the Parties
The Parties acknowledge and agree that:
(a) Customer acts as the Controller with respect to Personal Data processed through the Services;
(b) ONLYAI acts solely as Processor processing Personal Data on behalf of Customer;
(c) nothing in this Agreement shall be interpreted as granting ONLYAI authority to determine the purposes or essential means of processing Customer Personal Data.
15.2 Processing Activities
ONLYAI shall process Personal Data solely:
(a) on documented instructions from Customer;
(b) for purposes of providing the Services;
(c) in accordance with this Agreement;
(d) in accordance with the Data Processing Agreement incorporated as Schedule C.
15.3 Data Processing Agreement
The Parties agree that the Data Processing Agreement attached to this Agreement forms an integral part hereof.
Where Applicable Data Protection Laws require a written processor agreement, the Data Processing Agreement shall govern.
15.4 International Transfers
Where Personal Data is transferred outside the European Economic Area, ONLYAI shall implement appropriate transfer mechanisms required by Applicable Data Protection Laws, including, where applicable:
- Standard Contractual Clauses;
- adequacy decisions;
- or other lawful transfer mechanisms.
15.5 Subprocessors
Customer authorizes ONLYAI to engage Subprocessors listed in the current Subprocessor Register.
ONLYAI shall remain responsible for the performance of its Subprocessors to the extent required by Applicable Data Protection Laws.
15.6 Security Measures
ONLYAI shall implement appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or unauthorized access.
Detailed security measures are described in the Technical & Organizational Measures Schedule.
15.7 Data Subject Rights
ONLYAI shall reasonably assist Customer in responding to requests from Data Subjects where required by Applicable Data Protection Laws.
Customer remains solely responsible for determining how such requests should be addressed.
15.8 Data Retention
ONLYAI shall retain Customer Data only for the period necessary to provide the Services or as otherwise instructed by Customer, unless a longer retention period is required by Applicable Law.
Where technically feasible, Customer shall have the ability to configure applicable retention settings.
16. CONFIDENTIALITY
16.1 Confidential Information
Each Party shall protect the other Party's Confidential Information using at least the same degree of care it applies to its own confidential information, but in no event less than a reasonable standard of care.
16.2 Permitted Use
Confidential Information shall be used solely:
(a) to perform obligations under this Agreement;
(b) to exercise rights under this Agreement;
(c) as otherwise expressly permitted herein.
16.3 Exclusions
Confidential Information shall not include information that:
(a) becomes publicly available through no breach of this Agreement;
(b) was lawfully known prior to disclosure;
(c) is independently developed;
(d) is lawfully obtained from a third party.
16.4 Compelled Disclosure
A Party may disclose Confidential Information where required by law, court order or governmental authority, provided that, where legally permitted, it gives prompt notice to the other Party and reasonably cooperates to seek confidential treatment.
16.5 Duration
The obligations contained in this Section shall survive termination of this Agreement for five (5) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under Applicable Law.
17. INFORMATION SECURITY
17.1 Security Program
ONLYAI shall maintain a commercially reasonable information security program designed to protect the confidentiality, integrity and availability of the Services.
17.2 Security Controls
Without limiting the foregoing, ONLYAI shall maintain security measures appropriate to the nature of the Services, including controls relating to:
- access management;
- authentication;
- encryption;
- logging;
- monitoring;
- vulnerability management;
- incident response;
- backup and recovery;
- secure software development.
Detailed controls are described in the Information Security Policy and the Technical & Organizational Measures Schedule.
17.3 Security Incidents
ONLYAI shall maintain documented procedures for responding to Security Incidents and, where required by Applicable Data Protection Laws or the Data Processing Agreement, shall notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data.
18. REPRESENTATIONS AND WARRANTIES
18.1 Mutual Authority
Each Party represents and warrants that:
(a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
(b) it has full corporate power and authority to enter into and perform this Agreement;
(c) the execution and performance of this Agreement have been duly authorized;
(d) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.
18.2 ONLYAI Limited Warranty
ONLYAI warrants that during the applicable Subscription Term:
(a) the Services shall materially conform to the Documentation;
(b) the Services shall be provided in a professional and commercially reasonable manner; and
(c) ONLYAI shall use commercially reasonable efforts to maintain the availability of the Services in accordance with the applicable Service Level Agreement, subject at all times to the exclusions, dependencies, limitations and circumstances outside ONLYAI’s reasonable control expressly identified in this Agreement and the applicable Service Level Agreement.
For the avoidance of doubt, no availability commitment, service level objective or uptime target shall apply to any unavailability, degradation, latency, interruption or failure caused, directly or indirectly, by Third-Party Dependencies, Supported Platforms, external APIs, third-party artificial intelligence models, cloud infrastructure providers, hosting providers, database infrastructure providers, content delivery networks, domain name system providers, telecommunications networks, internet service providers, cybersecurity services, or other infrastructure or services not owned and directly controlled by ONLYAI.
Customer’s sole and exclusive remedy in respect of any failure to satisfy an applicable availability commitment shall be limited to the remedies, if any, expressly set forth in the applicable Service Level Agreement.
18.3 Customer Warranties
Customer represents and warrants that:
(a) it has all necessary rights, licenses, authorizations and permissions to use the Services;
(b) it has obtained all required permissions from each Creator whose account is connected to the Services;
(c) Customer Data is lawfully collected and processed;
(d) Customer's use of the Services complies with all Applicable Laws and all applicable terms of Supported Platforms;
(e) Customer will not configure or use the Services in a manner that violates Applicable Laws or third-party rights.
19. AI-SPECIFIC PROVISIONS AND DISCLAIMERS
19.1 Nature of Artificial Intelligence
Customer acknowledges that the Services utilize artificial intelligence technologies that generate probabilistic outputs based on statistical inference and machine learning techniques.
AI-generated content may:
- contain inaccuracies;
- be incomplete;
- produce different outputs for similar inputs;
- require human verification;
- evolve over time as underlying AI technologies are updated.
Customer acknowledges that AI Outputs are not deterministic and SHOULD NOT be relied upon without appropriate business judgment where the circumstances warrant human review.
19.2 No Professional Advice
The Services do not provide:
- legal advice;
- tax advice;
- regulatory advice;
- accounting advice;
- financial advice;
- investment advice;
- employment advice.
Customer remains solely responsible for all business, legal and commercial decisions.
19.3 No Revenue Guarantee
ONLYAI does not guarantee:
- increased revenue;
- increased subscriptions;
- increased conversions;
- increased customer engagement;
- increased tips;
- increased PPV sales;
- increased profitability.
Any examples, analytics, benchmarks or case studies are illustrative only.
19.4 Human Oversight
Customer acknowledges that meaningful Human Oversight is an essential element of the Services.
Customer remains solely responsible for determining:
- appropriate escalation rules;
- automation settings;
- review procedures;
- intervention thresholds.
Failure to implement reasonable Human Oversight shall be solely Customer's responsibility.
19.5 Third-Party AI Models and AI Infrastructure
The Services may rely upon artificial intelligence models, machine learning infrastructure, model hosting services, inference providers or related technologies supplied or operated by independent third-party providers.
ONLYAI does not own or control such third-party technologies and shall not be responsible for:
(a) interruptions affecting such providers;
(b) model or infrastructure availability;
(c) model performance or latency;
(d) changes to third-party AI services;
(e) modifications to model behavior, functionality or technical specifications;
(f) usage restrictions, rate limits or access limitations imposed by third-party providers; or
(g) suspension, withdrawal or discontinuation of third-party AI technologies.
Any unavailability, degradation, latency, interruption or failure of the Services caused by or attributable to such third-party AI technologies shall constitute Excluded Downtime for purposes of any applicable Service Level Agreement and shall not constitute a breach of any availability commitment by ONLYAI.
19.6 Third-Party Technology Dependencies
Customer acknowledges that the Services may depend upon third-party infrastructure, software, APIs, databases, storage services, artificial intelligence services, model routing services, Supported Platforms, integration providers, network services, queueing services, caching services and other external technologies not owned or directly controlled by ONLYAI.
ONLYAI shall not be responsible for any interruption, degradation, latency, restriction, modification, suspension, discontinuation or loss of functionality caused by the failure or unavailability of any such third-party technology to the extent outside ONLYAI’s reasonable control.
Where reasonably practicable, ONLYAI shall use commercially reasonable efforts to mitigate material disruption affecting the Services. Nothing in this Agreement shall require ONLYAI to guarantee the availability or performance of any third-party technology or maintain redundant alternative providers unless expressly agreed in an applicable Order Form.
Any service availability commitment shall be subject to the exclusions and measurement methodology set forth in the applicable Service Level Agreement.
20. DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONLYAI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF:
- MERCHANTABILITY;
- FITNESS FOR A PARTICULAR PURPOSE;
- TITLE;
- NON-INFRINGEMENT;
- ACCURACY;
- COMPLETENESS;
- RELIABILITY;
- UNINTERRUPTED OPERATION.
ONLYAI DOES NOT WARRANT THAT:
- THE SERVICES WILL OPERATE WITHOUT INTERRUPTION;
- AI OUTPUTS WILL ALWAYS BE ACCURATE;
- THIRD-PARTY PLATFORMS WILL REMAIN AVAILABLE;
- CUSTOMER WILL ACHIEVE ANY PARTICULAR COMMERCIAL RESULT.
21. LIMITATION OF LIABILITY
21.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONLYAI BE LIABLE FOR ANY:
- INDIRECT DAMAGES;
- INCIDENTAL DAMAGES;
- SPECIAL DAMAGES;
- EXEMPLARY DAMAGES;
- CONSEQUENTIAL DAMAGES;
- LOSS OF PROFITS;
- LOSS OF BUSINESS;
- LOSS OF GOODWILL;
- LOSS OF ANTICIPATED SAVINGS;
- LOSS OF REPUTATION;
- BUSINESS INTERRUPTION;
- LOSS OF DATA (EXCEPT TO THE EXTENT CAUSED BY ONLYAI'S BREACH OF ITS OBLIGATIONS UNDER THE DATA PROCESSING AGREEMENT).
21.2 Liability Cap
EXCEPT FOR LIABILITY ARISING FROM:
(a) fraud or fraudulent misrepresentation;
(b) willful misconduct;
(c) death or personal injury where liability cannot legally be excluded;
(d) ONLYAI's infringement of third-party intellectual property rights under Section 22.2,
ONLYAI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ONLYAI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
22. INDEMNIFICATION
22.1 Customer Indemnity
Customer shall defend, indemnify and hold harmless ONLYAI and its officers, directors, employees and affiliates from and against any third-party claims, losses, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees) arising from or relating to:
(a) Customer Data;
(b) Customer's breach of this Agreement;
(c) Customer's violation of Applicable Laws;
(d) Customer's violation of Supported Platform terms;
(e) Customer's communications with end users;
(f) Customer's monetization strategies;
(g) content uploaded or transmitted by Customer;
(h) Customer's infringement of third-party rights.
22.2 ONLYAI Intellectual Property Indemnity
ONLYAI shall defend Customer against any third-party claim alleging that the Services infringe a third party's Intellectual Property Rights and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided that Customer:
(a) promptly notifies ONLYAI;
(b) grants ONLYAI sole control of the defense and settlement;
(c) reasonably cooperates with ONLYAI.
ONLYAI shall have no liability to the extent the claim arises from:
- Customer Data;
- Customer modifications;
- third-party software;
- unauthorized use of the Services.
23. TERMINATION
23.1 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice;
(b) becomes insolvent;
(c) ceases business operations;
(d) enters liquidation or bankruptcy.
23.2 Termination by ONLYAI
ONLYAI may immediately terminate or suspend the Services where:
- continued provision would violate Applicable Law;
- Customer repeatedly violates the Acceptable Use Policy;
- Customer repeatedly violates Supported Platform requirements;
- Customer engages in fraudulent, abusive or unlawful conduct.
24. EFFECT OF TERMINATION
Upon termination:
(a) Customer's right to access the Services shall cease;
(b) Customer shall immediately cease using the Software;
(c) Customer shall pay all outstanding Fees;
(d) ONLYAI shall process Customer Data in accordance with the Data Processing Agreement.
Upon Customer's written request made within thirty (30) days following termination, ONLYAI shall make Customer Data available for export in a commercially reasonable format.
Following expiration of the applicable retention period, Customer Data shall be securely deleted unless retention is required by Applicable Law.
25. GENERAL PROVISIONS
25.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, excluding its conflict of laws principles.
25.2 Dispute Resolution
The Parties shall first attempt in good faith to resolve any dispute through executive-level negotiations.
If the dispute has not been resolved within thirty (30) days, either Party may refer the dispute to the competent courts of Cyprus. The Parties may agree in writing to submit the dispute to arbitration under the Rules of the Cyprus Eurasia Dispute Resolution and Arbitration Centre (CEDRAC) or another mutually agreed arbitral institution.
25.3 Force Majeure and External Infrastructure Events
Neither Party shall be liable for any delay, interruption, degradation or failure in performance caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, governmental actions, sanctions, labor disputes, widespread power failures, exceptional cyberattacks, distributed denial-of-service attacks, failures or interruptions of telecommunications networks, internet infrastructure, cloud infrastructure providers, hosting providers, database infrastructure providers, content delivery networks, domain name system providers, external APIs, Supported Platforms, third-party artificial intelligence providers or other material Third-Party Dependencies.
The affected Party shall use commercially reasonable efforts to mitigate the effects of the relevant event and resume performance as soon as reasonably practicable.
For the avoidance of doubt, any period of unavailability attributable to an event described in this Section shall be excluded from the calculation of any uptime or availability commitment under the applicable Service Level Agreement.
25.4 Assignment
Customer may not assign this Agreement without ONLYAI's prior written consent, except in connection with a merger or sale of substantially all of Customer's assets.
ONLYAI may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its business or assets upon written notice to Customer.
25.5 Independent Contractors
The Parties are independent contractors.
Nothing in this Agreement creates:
- a partnership;
- joint venture;
- employment relationship;
- agency relationship;
- fiduciary relationship.
25.6 Entire Agreement
This Agreement, together with all incorporated Schedules, Order Forms submitted by Customer and amendments made in accordance with this Agreement, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior negotiations, representations and agreements.
25.7 Amendment
ONLYAI may amend this Agreement and any incorporated Schedule or policy from time to time. Where an amendment materially and adversely affects Customer’s rights or obligations, ONLYAI shall provide at least thirty (30) days’ prior notice by email and/or in-product notification before the amendment takes effect. Customer’s continued access to or use of the Services, or submission of a new Order Form, after the effective date of an amendment constitutes acceptance of the amended terms. If Customer objects to a materially adverse amendment, Customer may terminate the affected subscription by written notice with effect from the date on which the amendment would otherwise take effect. Non-material amendments, clarifications and updates required by Applicable Law or by Supported Platform requirements become effective upon publication. ONLYAI shall maintain version numbers and effective dates of this Agreement and each incorporated Schedule and shall retain records of the versions accepted by Customer.
25.8 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.
25.9 Waiver
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
25.10 Notices
All notices under this Agreement shall be in writing and delivered by recognized courier, certified mail, electronic mail or in-product notification. Notices to Customer may be delivered to the email address associated with Customer’s account or specified in the applicable Order Form; notices to ONLYAI shall be delivered to info@onlyai.work. Notices shall be deemed received upon confirmed delivery or, in the case of email or in-product notification, upon transmission absent evidence of non-delivery.
25.11 Electronic Acceptance and Electronic Records
This Agreement is concluded electronically by means of clickwrap acceptance and does not require handwritten signature. Customer’s electronic acceptance (including ticking a checkbox and clicking an acceptance button) shall have the same legal effect as a handwritten signature to the fullest extent permitted by Applicable Law, including Regulation (EU) No 910/2014 (eIDAS) and applicable electronic commerce legislation. The Parties agree that this Agreement, the Data Processing Agreement and all other incorporated Schedules are concluded “in writing, including in electronic form” within the meaning of Article 28(9) GDPR. Electronic acceptance records maintained by ONLYAI (including timestamps, IP addresses, account identifiers and accepted document versions) shall be admissible as evidence of the conclusion and content of this Agreement, and neither Party shall contest the validity or enforceability of this Agreement solely on the ground that it was concluded electronically.