SEMLY.AI SERVICE TERMS AND CONDITIONS

§ 1. General Provisions

1. These Terms and Conditions define the rules for the provision by the Service Provider of the Semly.ai service in the field of Generative Engine Optimization (GEO), aimed at increasing the chances of a user’s brand, products or content appearing in responses generated by large AI models utilizing artificial intelligence. The service is directed at business clients (B2B).
2. The Service Provider is Droplo sp. z o.o., a limited liability company with its registered office in Wałbrzych, at Uczniowska 16, 58-306 Wałbrzych, entered in the register of entrepreneurs maintained by the District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division of the National Court Register (KRS) under number 0000789369, Tax ID (NIP): 8863009117, Statistical ID (REGON): 383546529, contact details: e-mail: hello@semly.ai. The Service Provider operates the Semly.ai online platform (hereinafter referred to as the “Platform” or “Semly.ai”).
3. For the purposes of these Terms, a Client is an entrepreneur (a natural person conducting business, a legal entity or an organizational unit) who owns an online store and uses the Platform to increase the visibility of information about their products in AI model-based systems. The Semly.ai service is intended exclusively for entities conducting business activities – it is not directed at consumers or at entrepreneurs entitled to consumer protection.
4. The prerequisite for using the service is registering an Account on the Platform and accepting these Terms and the Privacy Policy. Upon creating an Account and accepting the Terms, an agreement for the provision of services between the Client and the Service Provider is concluded.
5. These Terms are made available to the Client free of charge on the Platform’s website in a form allowing them to be downloaded, saved and printed. The Client is obliged to familiarize themselves with the content of the Terms before commencing use of the service.
6. The Service Provider provides the services electronically in accordance with these Terms and with generally applicable law. For matters not regulated in these Terms, the relevant provisions of Polish law shall apply.

§ 2. Definitions

For the purposes of these Terms and Conditions, the following terms shall be understood as follows:

Platform – the Semly.ai internet platform accessible at https://semly.ai, whose purpose is to increase the chances of the user’s brand, products or content appearing in responses generated by large AI Models (LLMs) utilizing artificial intelligence.

Service Provider – the entity operating the Semly.ai Platform – Droplo Sp. z o.o.

Client – an entrepreneur operating an online store and using the Platform’s services in a B2B model under the rules set by these Terms.

Account – an individual administrative panel of the Client within the Platform, created during registration, enabling the use of the Semly.ai service (in particular, to configure product data sources, select a service package, view billing cycle information, and monitor the status of data processing).

AI Models (LLMs) – large language models based on artificial intelligence, developed and provided by external entities. The Platform allows these models to analyze information about the Client’s products, to the extent and under the conditions defined in these Terms.

Generative Engine Optimization (GEO) – means actions involving the preparation, transformation and provision of data (in particular product data) in a way that increases the probability of its use by generative artificial intelligence models, including large language models (LLMs), in the responses presented to users of those systems. GEO does not guarantee the appearance of such data in results generated by AI Models and may, but does not have to, involve cooperation with the operators of those models

Subscription – the fee for using the Semly.ai service in the selected billing cycle (monthly or annual), in accordance with the Price List in force at the Service Provider.

§ 3. Scope and Description of the Service

1. Semly.ai is a platform using artificial intelligence solutions, enabling owners of online stores from Poland and other countries to increase the likelihood of their products, brands or content appearing in responses generated by large AI models (LLMs). The purpose of the Platform is to support the visibility of Clients’ offers in generative AI systems through appropriate activities in the field of Generative Engine Optimization (GEO).
2. The Semly.ai service involves the automatic processing and optimization of the product data provided by the Client in order to increase its visibility in responses generated by selected large AI models (LLMs). The Platform adapts the product content to the linguistic, cultural, and technical specifics of individual markets, as well as to the structure and characteristics of how these models operate. Under the service, the product data may be made available publicly in a manner that enables it to be indexed and analyzed by AI-based generative systems.
3. The objectives of the Semly.ai service are:
   a. processing and enriching the product data provided by the Client into forms better suited to the recommendation mechanisms of AI models;
   b. redirecting traffic to the Client’s store either directly from the AI models or via the Semly.ai Platform and other platforms of the Service Provider.
4. The Semly.ai Platform provides the Client with tools enabling the increased visibility of their products in the AI environment. The Service Provider makes available to Clients an administrative panel (Account) through which the Client can, among other things: view statistics, manage payments and payment terms, and obtain information about the current billing balance.
5. The Service Provider does not engage in sales transactions of products offered by the Client. The Platform’s role is limited to processing and providing product information in a manner that allows it to be considered by AI models, and to directing potential customers to the Client’s online store via redirect links. Semly.ai does not provide sales or sales mediation services, nor order fulfillment services. All sales transactions are conducted directly between the Client and the buyer in the Client’s store.

§ 4. Registration and Client Account

1. Account Registration: Using the Platform requires prior registration of a Client Account. The registration is carried out by filling out the registration form available on the Semly.ai website and providing the required registration data (including company and contact person details, email address, online store information, etc.).
2. Registration Data: The Client represents that all information provided during registration is true, current and complete. The Client is obliged to update the data in their Account without delay in the event of any changes. The Service Provider shall not be liable for any consequences arising from the provision of false or outdated data by the Client.
3. Access to Panel: After successful completion of registration, the Client obtains access to the Platform’s administrative panel (Account). Through this panel, the Client can, among other things: submit a product feed or install an application, select a service package, make payments, and view information about the subscription and billing.
4. Account Security: The Client is obliged to secure access to their Account against unauthorized use. In particular, the Client should keep their login and password confidential. All actions performed after logging into the Client’s Account are deemed to have been performed by the Client. The Client should not share their Account credentials with any third parties; otherwise the Client shall bear full responsibility for any actions taken by such third parties through the Account.
5. Suspension or Deletion of Account: The Service Provider has the right to block or delete the Client’s Account in the event of a flagrant violation by the Client of these Terms or generally applicable laws, especially if the Client uses the Platform for unlawful activities or includes prohibited products (as specified in § 7 below) in the product feed. Where possible, the Service Provider shall notify the Client of the intent to block or delete the Account (e.g., by sending an email).

§ 5. Use of the Service

The Semly.ai Platform processes the product data of the Client’s online store to make it available for analysis by generative AI models, in accordance with the following procedure:

1. Account Setup and Data Preparation: The Client registers an Account on the Platform (in accordance with § 4) and provides all the data required to launch the service (information about the company, online store, preferences regarding the scope and method of sharing data as part of the Semly.ai service, etc.).
2. Product Feed Transfer: The Client provides the Service Provider with a current product feed (XML file) compatible with Google Merchant Center format or – alternatively – installs a dedicated application integrating the Platform with their online store. The product feed should contain complete data about the products offered in the store (including names, descriptions, prices, images, stock levels, delivery terms, etc.). The Client bears full responsibility for the legality, reliability and the right to use the data transferred to Semly.ai, including the source content contained in the product feed.
3. Automatic Data Retrieval and Update: The Semly.ai Platform automatically retrieves product data from the provided feed (or via the installed application) and regularly synchronizes it (at least once per day). This process is fully automated and does not require any intervention by the Client. However, the Client should ensure that their product feed always contains up-to-date data (for example, by promptly updating prices, stock levels, etc. in their store).
4. Data Processing and Optimization: Semly.ai processes and optimizes the Client’s product data in order to adapt it to the specifications and requirements of the respective AI models and to user preferences in different countries. The Service Provider may modify, translate, shorten or otherwise edit the provided data (including descriptions, product titles, etc.) so that it is friendly for AI models and meets the conditions for effective presentation of the offer. The Client authorizes the Service Provider to make the necessary modifications to the provided product content for these purposes. The Client also agrees that the result of this processing and optimization is not made available to them and is the exclusive property of the Service Provider. Semly.ai does not provide the Client with access to this content in any form. Consequently, the Client has no claim arising from the inability to verify, edit, approve, or view the processed and optimized product data.
5. Service Package Selection: The Client selects the appropriate service package (subscription plan) from the available options, in accordance with the current Price List. Packages may differ in scope or limits (e.g., number of products, additional features, etc.). The package is selected through the Account.
6. Subscription Payment and Service Activation: After selecting a package, the Client makes a subscription payment for the chosen billing period. The Semly.ai service for the Client’s product data is activated upon the Service Provider’s receipt of the due subscription payment. From that moment, the Platform commences the process of providing the data to the AI models.

Note: Any modified or enriched (optimized) product data created by the Platform is not made available to the Client. Such data is used solely for the implementation of the GEO service and for making it available in a manner that enables analysis by generative AI models. It does not constitute a separate service for the benefit of the Client. The Client continues to manage the content of their products in their own store, while Semly.ai operates on a copy of that data which has been transformed for the purposes of the AI models.

§ 6. Subscription and Fees

1. Subscription Model: Use of the Semly.ai service is subject to a subscription fee. The Client selects a subscription plan (monthly or annual) and pays in advance for the selected period in accordance with the applicable Price List. The current Price List (the amounts of subscription fees for each package) is available on the Platform’s website.
2. Price List Changes: The Service Provider reserves the right to make changes to the Price List at any time by publishing an updated version on the Platform’s website. A change in the Price List does not affect services (subscription plans) purchased before the effective date of the change; for those services, the previous pricing conditions shall continue to apply.
3. Payments: Subscription fees are payable in advance for the given billing period. Payments are made using the methods provided on the Platform (e.g. online payment, payment card, bank transfer – details depend on the Service Provider’s current options). The amount of the fee corresponds to the chosen service package and period (month or year). All prices given in the Price List are net prices (the applicable VAT should be added, if applicable), unless otherwise specified.
4. Service Activation: The start (activation) of the service for the Client occurs after the Service Provider has received the due subscription payment. The service provision commencement date shall be the day of payment credit, unless the parties agree otherwise. Each subsequent billing period begins provided the Client has paid the subscription fee for that period before its start.
5. No Trial Period: The service does not provide for a free trial period. Access to the functionality of Semly.ai requires purchasing a subscription from the beginning of using the Platform.
6. No Additional Fees: The subscription fee constitutes the entire remuneration of the Service Provider for the service provided in the given period. The Service Provider does not charge the Client any additional commissions or fees – in particular, it does not impose commissions on sales of products made in the Client’s store nor fees for redirecting users from the AI model to the Client’s store. All costs of using the Platform are limited to the agreed subscription fee (with no hidden charges).
7. Consequences of Non-payment: If the Client fails to pay for the next subscription period on time, the Service Provider has the right to suspend the service or limit the Platform’s functionality for the Client at the end of the last paid period. If the overdue payment is not settled despite a reminder sent electronically, the agreement shall be deemed terminated at the end of the paid period (details regarding termination are provided in § 9). In such case, the Client’s data will be stored by the Service Provider for a period of three (3) calendar months, counted from the day following the end of the last paid subscription period. During this period, the Client may: a. restore the provision of the service by paying the next subscription fee; b. delete their Account from the Platform.

§ 7. Prohibited Products

1. It is prohibited on the Platform to process, promote or make available any products and content whose sale or distribution is forbidden or regulated under applicable law. In particular, products (and their inclusion in the product feed) falling under the categories specified in Attachment #3 to the Terms are not permitted.
2. The reason for excluding the above categories from the service is the applicable law imposing significant restrictions or prohibitions on trading these products (e.g. requirements for permits, licenses, marketing restrictions, bans on sales to certain groups of recipients, etc.).
3. Furthermore, it is prohibited to use the Platform to promote any other goods or content that are unlawful, contrary to public policy or the rights of third parties (e.g. counterfeit or pirated goods, content inciting hatred, materials infringing copyrights, etc.).
4. The Service Provider will not process or make available in AI models any product data that belong to any of the above prohibited categories. If it becomes evident that the Client has supplied Semly.ai with information about prohibited products, the Service Provider is entitled to immediately exclude those products from processing or refuse to provide the service in relation to them, and even – depending on the severity of the violation – to terminate the agreement with the Client with immediate effect (prior to the end of the paid period, without the Client having any right to a refund for the unused period).
5. In case of doubt regarding the legality of a given product or content, the Service Provider may request clarification from the Client or seek a legal opinion. The Service Provider’s decision to consider a given product as prohibited (and to exclude it from the service) shall be final and binding on the Client.

§ 8. Liability of Parties and Limitation of Warranty

1. Client’s Liability for Data: The Client bears full responsibility for the product data provided to the Platform as well as for the products offered by them. The Client warrants that they have all the necessary rights and permits related to the products and materials provided to Semly.ai (in particular regarding descriptions, product images, trademarks, etc.), and that the use of this data by the Service Provider in accordance with these Terms does not infringe the rights of third parties or applicable laws. The Client undertakes to provide complete, truthful, and up-to-date information about the products and purchase conditions in their store, and to immediately inform the Service Provider of any changes (in accordance with § 5 point 3). The Client shall bear all consequences of providing false, incomplete or misleading information. In the event of claims by third parties against the Service Provider related to the Client’s data or activities, the Client agrees to indemnify the Service Provider from liability and cover any incurred damages or costs (including legal fees).
2. Service Quality and Availability: The Service Provider exercises due diligence to ensure that the Platform operates correctly and is available to the Client at all times. Nevertheless, the Semly.ai service is provided to the Client on an “as is” and “as available” basis. The Service Provider does not guarantee that the Platform’s features will meet all of the Client’s expectations, nor that access to the Platform will be uninterrupted and error-free. Short-term technical outages in service access may occur (e.g. for maintenance, software updates, or failure repairs) – the Service Provider will, to the extent possible, notify Clients of planned longer outages in advance via a notification on the website or by email. The service’s operation also relies on the use of generative AI systems (including AI models that analyze publicly available content) that may be provided by independent external providers. The Service Provider is not liable for the malfunction, limitations or interruptions in the operation of external AI systems that analyze the Client’s data, nor for the consequences of decisions by those entities regarding data usage (e.g. possible delays in data publication, changes in the way a model operates or its availability, etc.).
3. No Guarantee of Results: The Service Provider does not guarantee that the Client will achieve specific business results from using the Semly.ai service. In particular, Semly.ai does not ensure or promise:
   a. a specific number of redirects of AI model users to the Client’s online store (the Platform does not guarantee any minimum or specific number of visits generated through AI models);
   b. the conclusion of any sales transactions – i.e., that a user of the AI model who is redirected to the Client’s store will purchase a product.
4. The Service Provider has no influence over the algorithms, content selection criteria or operation of AI models and does not guarantee that the optimized data will be used or displayed to users of those systems.

Note: The Client acknowledges that the effectiveness of product recommendations by AI models depends on many factors beyond the Service Provider’s control (e.g. user preferences, algorithms and logic of the AI models, the competitiveness of the Client’s offer, the freshness and quality of the product data, etc.).

1. Relationship with the Store’s Customers: The Service Provider is not a party to any sales contracts of products concluded between the Client and third parties (the clients of the Client’s online store), even if such a contract was concluded as a result of a redirect from an AI model facilitated by Semly.ai. Responsibility for executing the sales contract, for product compliance with the description, for after-sales service, for handling complaints, or for meeting obligations towards consumers (if applicable) rests exclusively with the Client as the seller. The Service Provider is not liable for any claims by buyers against the Client nor for the operation of the Client’s online store (e.g. website outages of the store, errors in the order placement process, availability of products, etc.).
2. Exclusion and Limitation of the Service Provider’s Liability: To the fullest extent permitted by law, the Service Provider’s liability for damages to the Client is excluded or limited. In particular, the Service Provider shall not be liable for lost profits, indirect losses, consequential damages or any special damages suffered by the Client in connection with the use of the Platform (e.g. loss of anticipated profits, loss of reputation, loss of business data). The Service Provider’s liability – if it were to arise contrary to the provisions of these Terms – shall in each case be limited to the amount of the actual damage suffered and shall not exceed the total net amount of subscription fees paid by the Client to the Service Provider in the last twelve months of using the service.
3. Intentional Fault: No provision of these Terms shall exclude or limit the Service Provider’s liability in cases where, under mandatory provisions of law, such liability cannot be excluded or limited (e.g. in case of willful misconduct).

§ 9. Duration of Agreement and Termination

1. Duration of Agreement: The agreement for the provision of the Semly.ai service is concluded at the moment of the creation of the Account and acceptance of the Terms and the Privacy Policy by the Client (in accordance with § 1 point 4) and remains in effect for an indefinite period, subject to the provisions below. The service is provided in billing periods consistent with the purchased subscription (monthly or annual).
2. Subscription Renewal: Each time the Client pays the subscription fee for the next period, the service is extended for the next paid period. Hence, the agreement is continued on an automatic renewal basis for subsequent subscription periods, provided that the Client timely pays the next cycles. Failure to make payment for the next period means that the agreement will be terminated at the end of the last paid period.
3. Client’s Resignation: The Client has the right to resign from further use of the Semly.ai service at any time, with such resignation taking effect at the end of the current billing period (subscription period). The Client should inform the Service Provider of their intent to resign – for example, through the appropriate functionality in the administrative panel or by email. Resignation (termination of the agreement) does not entitle the Client to a refund of the subscription fee for any unused period; the service will be provided until the end of the period for which payment has been made, and then it will be discontinued.
4. No Early Termination: The parties exclude the possibility for the Client to terminate the agreement with immediate effect (before the end of the billing period) without a valid reason. In particular, withdrawal from the agreement during an ongoing paid period or obtaining a refund of payments for the unused time of service is not provided for (this applies to both monthly and yearly subscriptions). This provision does not affect the Client’s rights to not renew the agreement for the next period (through resignation as per point 3 above).
5. Termination by Service Provider: The Service Provider may terminate the service agreement with effect at the end of the current subscription period for important reasons, in particular in the case of a planned discontinuation of the Semly.ai Platform or a substantial change in its business profile. The fact of the Service Provider terminating the agreement and not renewing it for the next period will be communicated to the Client at least 30 days in advance (e.g. via email). Additionally, the Service Provider has the right to terminate the agreement with immediate effect (before the end of the subscription period) in the event of a determination of gross violation by the Client of the Terms or the law (e.g. persistent placement of prohibited content on the Platform, undertaking technical actions that disrupt the Platform’s operation, acting to the detriment of the Service Provider or other entities). In the event of termination of the agreement in this manner, the Client is not entitled to a refund of any subscription fees for the period following termination.

§ 10. Technical Requirements

1. Technical Requirements for Using the Platform: In order to properly use the services provided by Semly.ai via the Platform, it is necessary to have:
   a. an active Internet connection;
   b. a device capable of browsing network resources (e.g. computer, tablet, smartphone) with an up-to-date web browser that supports JavaScript and cookies;
   c. an active email account for communication and account verification;
   d. correct configuration and sharing of the product feed in accordance with the Platform’s technical requirements.
2. Ban on Analyzing the Platform: It is prohibited to use on the Platform any tools, code, scripts, programs or mechanisms, including viruses, worms, bots, automation of external scripts or other technologies that:
   a. disrupt, overload or otherwise interfere with the proper functioning of the Platform;
   b. circumvent security, authorization or access control mechanisms;
   c. perform unauthorized operations that interfere with the integrity of the Platform’s IT infrastructure.
3. Security Measures: The Service Provider implements appropriate organizational and technical measures, commensurate with the nature of the provided services and consistent with generally accepted standards, to protect data transmitted and processed through the Platform and to restrict access by unauthorized persons. In particular, these measures include, depending on the current state of technical knowledge and risk level:
   a. implementation and maintenance of access control mechanisms, including client authentication and authorization;
   b. securing data transmission using recognized technologies;
   c. monitoring of the environment and detection of anomalies and security incidents along with established procedures for responding to them;
   d. management of patches and updates of the Platform and conducting periodic security tests, including penetration tests and audits;
   e. implementation of solutions to increase the resilience of the infrastructure against abuse, including separation of environments, redundancy, and creation and storage of backups.

§ 11. Complaints

1. Addresses for Complaints: Any complaints and objections related to the operation of the Platform should be directed in the following form:
   a. a written letter to Droplo sp. z o.o., 16 Uczniowska Street, 58-306 Wałbrzych;
   b. an electronic message to the email address hello@semly.ai
2. Content of Complaints: The complaint should contain a description of the problem that is the basis for lodging the complaint. The complaint may only be submitted by the Client and should pertain to the non-performance or improper performance of the service by the Service Provider, in particular:
   a. lack of access to the Account for a period longer than 24 hours due to reasons attributable to the Service Provider;
   b. malfunction of the Platform’s mechanisms resulting in the inability to provide or update the product feed, despite the Client meeting all technical requirements;
   c. incorrect payment charging.
3. Exclusions: Complaints may not be filed on the following grounds:
   a. lack of expected results (e.g. conversions, sales levels);
   b. the variable nature of the content generated by AI models;
   c. lack of access to the results of processing and optimization of the product feed.
4. Method of Response to Complaint: The Service Provider will respond to the complaint in writing, either in paper form, in electronic form, or in a form that allows it to be saved on a durable medium.
5. Complaint Resolution Period: Complaints will be handled promptly, in the order of receipt, but no later than within 30 days from the date of receipt.
6. Supplementing Complaints: In the event that the complaint does not meet the requirements specified in points 2-3 in terms of describing the problem or the event that is the basis of its submission, the Service Provider may ask the Client to supplement it within a specified deadline, not shorter than 7 days. In such a case, the deadline for complaint resolution, referred to in point 5, shall be suspended until a response is received. If no response is received within the specified deadline, the Service Provider may leave the complaint unexamined.

§ 12. Final Provisions

1. Governing Law: The law governing the agreement between the Client and the Service Provider, whose content is these Terms, is Polish law. Matters not regulated by these Terms shall be subject to the relevant provisions of, in particular, the Civil Code and the Act of 18 July 2002 on the Provision of Electronic Services.
2. Jurisdiction and Dispute Resolution: Any disputes arising in connection with the provision of the Semly.ai service shall first be attempted to be resolved amicably by the parties. If an amicable settlement cannot be reached, the dispute shall be resolved by the common court with jurisdiction over the seat of the Service Provider.
3. Changes to the Terms: The Service Provider reserves the right to make changes to these Terms during the term of the agreement. The Service Provider will inform the Client of any planned changes to the Terms with appropriate advance notice, no shorter than 14 days before the changes come into effect, by announcing it on the Platform or by sending information to the email address associated with the Client’s Account. Such communication will indicate the effective date of the new Terms. If the Client does not accept the introduced changes, they should terminate the agreement before the date the changes come into effect (in accordance with § 9). Failure to terminate the agreement and continued use of the service after the new Terms come into effect shall be deemed acceptance of the changed terms.
4. Invalidity of Certain Provisions: If any of the provisions of the Terms is held to be contrary to law, invalid, or unenforceable, this shall not affect the validity or effectiveness of the remaining provisions of the Terms. In place of the invalid provision, a provision will apply which best reflects the parties’ intentions in compliance with the law, and in the absence of such a provision, the relevant statutory provisions shall apply.
5. Language of the Terms: The Terms are prepared in the Polish language. The Semly.ai Platform may provide translations of these Terms into other languages for informational purposes for foreign Clients. In case of any discrepancies between the Polish version and a foreign language version of the Terms, the Polish version shall be binding.
6. Personal Data Protection: These Terms do not regulate issues of personal data protection. Information on the processing of personal data by the Service Provider is provided in a separate Privacy Policy, available on the Platform’s website. The Client is obliged to familiarize themselves with the Privacy Policy before starting to use the service.
7. Continuity of the Agreement: The Terms in their current wording bind the parties from the moment the Client begins using the service and constitute an integral part of the service agreement concluded.

Attachments

1. Privacy Policy
2. Semly.ai Service Price List – containing the current rates of subscription fees and any limits in the respective packages;
3. List and Categories of Prohibited Products