Terms of Service

1. Definitions

The following terms have the meanings set out below wherever they appear in this Agreement:

• "Agreement" — these Terms together with our Privacy Policy, Disclaimer, and any order confirmation or plan selection made at signup.
• "Service" — the Olkot web application, APIs, mobile interfaces, and all associated software, features, and documentation made available at olkot.app.
• "Customer" / "you" / "your" — the business entity, sole trader, or professional who registers for and uses the Service.
• "Authorized User" — any employee, contractor, or agent of Customer permitted to access the Service under Customer's account.
• "Content" — all data, text, images, files, and information that you or your Authorized Users upload, transmit, or generate through the Service.
• "DM Content" — Instagram direct messages, attachments, and associated metadata processed through your connected Instagram account(s).
• "AI Features" — features powered by artificial intelligence, including Dead Money Alert, message priority classification, AI reply drafts, FAQ bot, conversation summaries, VIP Radar, Wish List Intelligence, and voice transcription.
• "Subscription" — the recurring paid plan governing your access to the Service.
• "Trial Period" — the 7-day period of full-access use granted to new accounts prior to the first billing charge.
• "Meta Platform" — Instagram and related products and services operated by Meta Platforms, Inc.
• "Aggregate Data" — fully anonymized, PII-stripped, differentially private cross-tenant data used for industry benchmarks.
• "Personal Data" — as defined under Regulation (EU) 2016/679 (GDPR).
• "GDPR" — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

2. Acceptance and Eligibility

By creating an Olkot account, clicking "I agree", completing the onboarding flow, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by this Agreement in full. If you are agreeing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

To use the Service you must:

• Be at least 18 years of age;
• Be acting in a professional or commercial capacity (the Service is not for personal, household, or recreational use);
• Have a valid Instagram Business or Creator account in good standing with Meta;
• Have the legal capacity to enter into a binding contract in your jurisdiction;
• Not be subject to any legal prohibition on receiving services from a company registered in Spain or the EU.

If you do not meet these requirements or do not accept this Agreement, you must not use the Service. We reserve the right to decline or revoke access to anyone who does not comply with these eligibility criteria.

3. Account Registration and Security

You must provide accurate, current, and complete information when creating your account and keep it updated throughout the term. You are responsible for:

• Maintaining the confidentiality of your login credentials;
• All activity that occurs under your account, whether or not authorized by you;
• Notifying us immediately at olkot.app@gmail.com upon discovering any unauthorized access or suspected breach of your account.

You must not share your account credentials with third parties or allow multiple businesses to operate under a single account unless explicitly permitted by your plan. Each account must correspond to a single legitimate business entity.

Olkot reserves the right to refuse registration, suspend accounts, or reclaim usernames at our reasonable discretion, including where we believe an account has been created fraudulently or in violation of these Terms.

4. Subscription Plans and Billing

Access to the full Service requires a paid Subscription following the Trial Period. Plans, features, and current pricing are described at olkot.app/pricing.

Billing cycle. Subscriptions are billed monthly in advance, on the anniversary of the date your Trial Period ended. By providing a payment method, you authorize Olkot (through its payment processor, Whop) to charge your payment method on a recurring monthly basis until you cancel.

Automatic renewal. Your Subscription renews automatically at the end of each billing period unless you cancel before the renewal date via Settings → Subscription. You will receive a reminder email before your renewal date.

Price changes. We may change Subscription prices with at least 30 days' written notice by email. If you do not cancel before the effective date of the price change, you accept the new price.

Failed payments. If a payment fails, we will retry the charge up to three times over a seven-day period. You will receive email notifications at each attempt. If payment remains outstanding after all retries, your account will be suspended and you will be given an additional 7 days to update your payment method before the account is moved to a limited state. Olkot is not liable for any data loss or service disruption resulting from payment failure.

Upgrades. Upgrading to a higher plan takes effect immediately. The incremental price difference is prorated for the remainder of the current billing cycle and charged immediately.

Downgrades. Downgrading to a lower plan takes effect at the start of the next billing cycle. You retain access to your current plan's features until then. Features not included in the lower plan will become inaccessible; associated data is retained but not deleted.

Taxes. All prices are stated exclusive of VAT and any other applicable taxes unless explicitly stated otherwise. You are solely responsible for all taxes applicable to your Subscription in your jurisdiction, including any withholding taxes.

Currency. Subscriptions are billed in the currency displayed at checkout. We are not responsible for currency conversion fees charged by your bank or card issuer.

5. Free Trial

New accounts receive a 7-day Trial Period with full access to all features included in the selected plan. No charge is made during the Trial Period. The Trial Period begins on the date of account creation.

On Day 12 of the Trial, you will be prompted to enter a payment method. If a valid payment method is not provided before Day 14, your account will transition to a read-only state until a Subscription is activated.

Only one Trial Period is available per individual, per business, and per payment method. We reserve the right to deny Trial access or terminate a Trial at our discretion if we suspect abuse (including but not limited to creating multiple accounts to extend trial access, or providing false business information).

Olkot may modify or discontinue the Trial offering at any time with reasonable notice.

6. Cancellation and Refund Policy

Cancellation. You may cancel your Subscription at any time via Settings → Subscription. Cancellation takes effect at the end of the current paid billing period; you retain access to the Service through that date. Cancellation does not entitle you to a refund for the current billing period.

No refunds. All Subscription fees are non-refundable except: (a) where required by mandatory applicable law; or (b) where Olkot specifically agrees to provide a refund at its sole discretion.

Billing errors. If you believe you were charged in error (e.g., after cancellation or as a result of a technical failure), contact olkot.app@gmail.com within 30 days of the disputed charge with your account details and a description of the error. We will investigate and resolve billing disputes within 14 business days.

Service unavailability. If the Service is materially unavailable due to an Olkot-side failure for more than 72 consecutive hours in any billing period (excluding scheduled maintenance, force majeure events, and third-party outages), you may request a pro-rated credit for the affected period. Credits are applied to future billing cycles and are not redeemable for cash.

7. License Grant and Restrictions

Subject to your compliance with this Agreement and timely payment of all applicable fees, Olkot grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription term solely for your internal business purposes.

You must not, and must not permit any third party to:

• License, sell, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Service;
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or any part of it;
• Access or use the Service to build a product or service that competes with the Service;
• Scrape, crawl, or use automated means to access or extract data from the Service, other than through our documented APIs;
• Circumvent, disable, or otherwise interfere with security-related features or access controls;
• Remove, obscure, or alter any proprietary rights notices in the Service;
• Use the Service in a way that violates the acceptable use standards in Section 9.

8. Customer Obligations

You are solely responsible for:

• All Content and DM Content transmitted through or processed by the Service;
• Ensuring all Authorized Users comply with this Agreement;
• Maintaining an active Instagram Business or Creator account in good standing with Meta;
• Complying with all applicable laws in your jurisdiction regarding your use of the Service, including data protection, consumer protection, e-commerce, and electronic communications laws;
• Obtaining any necessary consents from your own customers for processing their messages via the Service;
• Ensuring that your use of AI-generated content complies with any applicable advertising, truth-in-advertising, or consumer protection regulations in your jurisdiction;
• Reviewing and approving all AI-generated content before sending, publishing, or acting on it.

9. Acceptable Use and Prohibited Conduct

You must not use the Service, directly or indirectly, to:

• Spam and unsolicited messaging: Send unsolicited bulk messages, spam, or any communications that violate Instagram's Community Guidelines, Messaging Policies, or applicable anti-spam laws (including Spain's LSSI-CE and the EU ePrivacy Directive);
• Harassment and abuse: Harass, threaten, stalk, bully, intimidate, defame, or otherwise abuse any person or group;
• Illegal content: Distribute, upload, or process content that is illegal under applicable law, including content that infringes intellectual property rights, contains child sexual abuse material (CSAM), promotes violence, or incites discrimination based on protected characteristics;
• Fraud and deception: Engage in phishing, impersonation, misrepresentation, fraudulent activity, pyramid schemes, Ponzi schemes, or multi-level marketing that violates applicable law;
• Unauthorized data collection: Collect, harvest, or process personal data of third parties without their consent or without a lawful legal basis;
• Malware and attacks: Introduce malware, viruses, Trojan horses, ransomware, or other malicious code; conduct denial-of-service attacks or attempt to compromise the integrity of the Service or any connected system;
• Unauthorized access: Attempt to gain unauthorized access to any part of the Service, other user accounts, or connected systems;
• Minors' data: Knowingly process personal data of children under 16 (or the applicable age of digital consent) without verifiable parental consent;
• Competitive intelligence: Use the Service or any derived data to benchmark against Olkot for the purpose of building a competing product;
• Circumventing Meta: Use the Service to circumvent Instagram's rate limits, API restrictions, or platform policies in a manner not authorized by Meta;
• Reselling access: Provide access to the Service to third parties not covered by your Subscription without Olkot's written consent;
• Sanctions violations: Use the Service in a country or territory subject to comprehensive trade or financial sanctions by the EU, UN, or applicable authorities.

Violation of this Section may result in immediate suspension or termination of your account without refund, and may be reported to relevant law enforcement or regulatory authorities where required by law.

10. Instagram and Meta Platform Compliance

The Service integrates with Instagram via Meta's Platform APIs. Your use of the Service is subject to Meta's Platform Terms (developers.facebook.com/terms), Instagram's Community Guidelines, and Instagram's Messaging Policies, each as amended by Meta from time to time. By connecting your Instagram account, you agree to comply with all applicable Meta Platform terms in your use of Olkot.

Olkot is independent of Meta Platforms, Inc. We are not affiliated with, endorsed by, or sponsored by Meta. Accordingly:

• We are not responsible for any suspension, restriction, review, or termination of your Instagram account by Meta, regardless of cause;
• We make no guarantee of uninterrupted access to Meta's APIs; functionality may be affected by Meta's policy changes, API deprecations, or rate limit adjustments;
• We will use commercially reasonable efforts to notify you of known material changes to our Meta integration with reasonable advance notice;
• You acknowledge that Meta may independently access, review, or remove content from your Instagram account in accordance with Meta's own terms.

You are solely responsible for ensuring that your messaging practices through the Service comply with Meta's requirements, including messaging frequency, content restrictions, and user opt-out compliance. Any Meta policy violations that result from your use of the Service are your sole responsibility.

11. AI-Generated Content and AI Features

The Service uses artificial intelligence models (currently OpenAI GPT-4o mini) to provide AI Features. You acknowledge and agree that:

AI outputs are suggestions, not decisions. All AI-generated content — including reply drafts, message priority labels, purchase intent classifications, conversation summaries, FAQ responses, follow-up suggestions, and wish-list extractions — is provided as an analytical aid to support your judgment. AI Features do not automatically send messages or take actions on your behalf without your review and approval (unless you have explicitly configured automated actions, in which case you are fully responsible for configuring appropriate safeguards).

No professional advice. AI outputs do not constitute legal, financial, accounting, tax, medical, or any other form of professional advice. Do not rely on AI-generated content as a substitute for professional judgment or qualified professional advice.

Accuracy. We do not warrant that AI outputs will be accurate, complete, current, free of errors, appropriate for your specific situation, or consistent across requests. AI models can and do produce incorrect, incomplete, biased, or contextually inappropriate results. The Service includes review mechanisms before any AI-generated content is sent; you are responsible for using them.

AI processing of your content. By using AI Features, you consent to DM Content being transmitted to our AI sub-processor (OpenAI, L.L.C.) for processing. Under our API agreement with OpenAI, your data is not used to train OpenAI's models. This processing is described in our Privacy Policy and Data Processing Agreement.

Language and cultural context. AI models may exhibit limitations when processing regional dialects, colloquialisms, or culturally specific expressions. Review all AI-generated replies for accuracy and appropriateness before sending.

Liability for AI outputs. Olkot is not liable for any loss, harm, or consequence arising from your use of, reliance on, or failure to review AI-generated content before acting on it. Your use of AI Features is at your own risk.

12. Financial Estimates and the Dead Money Feature

Revenue figures, "Dead Money" totals, purchase intent scores, deal value estimates, and conversion rate metrics displayed in the Service are analytical estimates derived from AI-powered analysis of conversation patterns. These figures:

• Are not accounting records, bookkeeping entries, or verified financial statements;
• Have not been prepared in accordance with any accounting standard (IFRS, GAAP, or otherwise);
• Are not suitable for tax filings, VAT declarations, or any statutory reporting obligation;
• Are not suitable for investor materials, pitch decks, credit applications, or insurance claims;
• Are not admissible as evidence in legal proceedings;
• May contain significant margins of error and should not be treated as verified facts.

Always verify all figures against your own accounting or point-of-sale system. Consult a qualified accountant, financial adviser, or tax professional before making any financial decision based on information shown in the Service. Olkot accepts no liability for business, financial, or tax consequences arising from reliance on these estimates.

13. Data Processing and Privacy

Our collection, use, and processing of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

To the extent that you process personal data of third parties (including your customers, prospects, or employees) through the Service — for example, personal data contained in Instagram DMs — you are the Data Controller in respect of that data, and Olkot acts as your Data Processor. Our Data Processing Agreement (DPA), governing this relationship, is available at olkot.app/dpa or upon request at olkot.app@gmail.com. By using the Service to process third-party personal data, you accept the DPA.

You are responsible for ensuring that you have a lawful legal basis to share your customers' personal data with Olkot for processing, and for complying with your own data protection obligations as Data Controller.

14. Anonymized Aggregates and Industry Benchmarks

Olkot generates anonymous industry-level benchmark data ("Aggregate Data") derived from patterns across multiple accounts in the same industry segment. All Aggregate Data is subject to:

• Complete removal of all personally identifiable information (names, emails, phone numbers, payment data, URLs, usernames, addresses) before any cross-tenant processing;
• AI-based entity recognition to further remove residual references to named individuals or places;
• A minimum group size threshold of 50 businesses in the same industry segment before any aggregate is published;
• Differential privacy noise calibrated to prevent re-identification of any individual business;
• Irreversible aggregation such that the contribution of any individual account cannot be isolated.

Aggregate Data, once produced, is not personal data within the meaning of GDPR Art. 4(1) and Recital 26. Olkot processes Aggregate Data on the basis of legitimate interest (GDPR Art. 6(1)(f)) to improve the Service and to provide benchmarking intelligence to customers. Raw DM Content (Layer 1) is never included in or derivable from Aggregate Data and is never shared across tenants.

You may opt out of your account's data being included in future aggregation runs at any time via Settings → Privacy. Opt-outs apply to future runs only; already-computed anonymous aggregates cannot be individually reversed as they contain no individual data.

15. Intellectual Property

Olkot's IP. All rights, title, and interest in and to the Service — including software, algorithms, AI models (excluding third-party model providers), UX design, documentation, trademarks, the "Olkot" brand, and any improvements — are and remain the exclusive property of Olkot. Nothing in this Agreement conveys any IP rights in the Service to you.

Your Content. You retain all rights in and to your Content and DM Content. By using the Service, you grant Olkot a limited, worldwide, royalty-free, non-exclusive license to process, store, index, display, and transmit your Content and DM Content solely to the extent necessary to provide the Service and as described in the Privacy Policy. This license terminates when you delete the relevant Content or close your account (subject to retention obligations described in the Privacy Policy).

Feedback. If you provide ideas, suggestions, feature requests, or feedback about the Service ("Feedback"), you grant Olkot an irrevocable, perpetual, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or obligation to you. Feedback is not Confidential Information.

No implied licenses. All rights not expressly granted in this Agreement are reserved by Olkot.

16. Confidentiality

Each party agrees to hold in strict confidence any non-public information of the other party disclosed in connection with the Service that: (a) is designated as confidential; or (b) a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

Each party agrees to: (a) use the other's Confidential Information only to perform obligations or exercise rights under this Agreement; (b) protect the other's Confidential Information using at least the same degree of care used for its own confidential information, and in any event no less than reasonable care; (c) limit disclosure to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

DM Content constitutes Customer's Confidential Information. Olkot's Zero-Access Policy and encryption of DM Content are described in the Privacy Policy.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party before disclosure; (c) is independently developed without reference to the Confidential Information; (d) is required to be disclosed by law or court order (with prompt prior notice given to the disclosing party, where legally permitted).

17. Service Availability

Olkot will use commercially reasonable efforts to make the Service available. We target 99.5% monthly uptime, excluding:

• Scheduled maintenance (announced via email or olkot.app/status at least 24 hours in advance);
• Emergency maintenance required to address a security incident;
• Force majeure events (see Section 24);
• Unavailability of third-party services (Instagram/Meta APIs, Supabase, OpenAI, etc.);
• Downtime caused by Customer's actions, misuse, or infrastructure (e.g., internet connectivity).

We do not guarantee uninterrupted, error-free, or latency-free access. Real-time service status is available at olkot.app/status.

18. Changes to the Service

We continuously develop and improve the Service. We reserve the right to modify, update, or discontinue any feature, integration, or component of the Service at any time. For changes that materially reduce core functionality available in your current plan, we will provide at least 30 days' notice by email. Minor updates (bug fixes, UI improvements, new optional features) may be made without notice.

If a material change to the Service is unacceptable to you, your sole remedy is to cancel your Subscription before the change takes effect.

19. Term and Termination

Term. This Agreement begins when you create an account or first use the Service and continues until terminated by either party.

Termination by you. You may terminate this Agreement at any time by canceling your Subscription and ceasing all use of the Service. Account deletion can be initiated via Settings → Privacy → Delete Account. You remain responsible for any charges incurred before the effective cancellation date.

Termination by Olkot for cause. We may suspend or terminate your account with written notice (email to your registered address) if:

• You materially breach any provision of this Agreement and fail to cure the breach within 14 days of written notice (or immediately, without cure period, for breaches involving prohibited conduct under Section 9, intellectual property violations, or actions that harm other users or the integrity of the Service);
• You fail to pay any amount due under this Agreement after the full payment retry period;
• You become insolvent, make an assignment for the benefit of creditors, or file for or become subject to insolvency or bankruptcy proceedings;
• We are required to do so by applicable law, a court order, or a valid regulatory authority directive;
• You provide materially false information in your account registration.

Suspension. We may suspend your access to the Service without prior notice if we reasonably believe your account poses an imminent security risk, is being used for prohibited conduct, or may cause harm to other users or third parties. We will notify you by email promptly after any suspension and, where the suspension was mistaken, restore access without undue delay.

Termination for convenience by Olkot. We may terminate this Agreement without cause upon 60 days' written notice, in which case we will provide a pro-rated refund of any prepaid Subscription fees for the period after termination.

20. Effect of Termination

Upon termination or expiration of this Agreement:

• All licenses granted to you immediately terminate and you must cease all use of the Service;
• Your DM Content (Layer 1) and account data (Layer 2) will be made available for export for 30 days from the termination date, after which it will be permanently and securely deleted;
• All accrued and unpaid amounts become immediately due and payable;
• Anonymous Aggregate Data (Layer 3) already computed is not deleted, as it contains no personal data;
• Olkot will retain billing records for 7 years as required by Spanish commercial law.

The following Sections survive termination: 1 (Definitions), 12 (Financial Estimates), 15 (Intellectual Property), 16 (Confidentiality), 20 (Effect of Termination), 21 (Warranties), 22 (Disclaimer of Warranties), 23 (Limitation of Liability), 24 (Indemnification), 25 (Force Majeure), 26 (Governing Law), 27 (Dispute Resolution), and 29 (Miscellaneous).

21. Mutual Representations and Warranties

Each party represents and warrants that:

• It has the legal capacity, power, and authority to enter into this Agreement;
• This Agreement constitutes a valid and binding obligation of that party;
• Its performance under this Agreement will not violate any applicable law or third-party agreement.

You additionally represent and warrant that:

• You own or have all rights and permissions necessary to provide your Content and DM Content to Olkot;
• Your Content does not infringe any third-party intellectual property rights, privacy rights, or other legal rights;
• Your Content does not contain malware, viruses, or any harmful components;
• You have obtained all necessary consents and have a lawful basis for processing your customers' personal data through the Service.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE — INCLUDING ALL AI FEATURES, FINANCIAL ESTIMATES, INDUSTRY BENCHMARKS, AND INTEGRATIONS — IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OLKOT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY WARRANTY THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;
• ANY WARRANTY REGARDING AI-GENERATED CONTENT, FINANCIAL ESTIMATES, OR BENCHMARKS;
• ANY WARRANTY REGARDING THE AVAILABILITY OR CONDUCT OF THIRD-PARTY SERVICES (INCLUDING META/INSTAGRAM).

Nothing in this Section limits any warranty that cannot be excluded under mandatory applicable law.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL OLKOT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, ANTICIPATED SAVINGS, OR OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

(b) AGGREGATE CAP. OLKOT'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY — WILL NOT EXCEED THE GREATER OF: (i) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO OLKOT IN THE 12 CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) €100.

(c) ESSENTIAL BARGAIN. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES; OLKOT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

Exceptions. Nothing in this Agreement excludes or limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited under applicable mandatory law, including mandatory consumer protection rights where applicable.

24. Indemnification

You will defend, indemnify, and hold harmless Olkot and its officers, directors, employees, contractors, and agents ("Indemnified Parties") from and against any and all third-party claims, actions, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in violation of this Agreement or any applicable law;
• Your Content or DM Content, including any claim that it infringes a third party's rights;
• Your violation of Meta's Platform Terms or Instagram's policies;
• Your negligence or willful misconduct;
• Any claim by your customers, employees, or other third parties arising from your use of the Service;
• Your failure to obtain necessary consents for data processing as required by applicable law.

Olkot will: (a) promptly notify you in writing of any claim for which indemnification is sought; (b) give you reasonable control of the defense and settlement, provided that you may not settle any claim in a way that admits fault on behalf of, or imposes any obligation on, Olkot without Olkot's prior written consent (not to be unreasonably withheld); and (c) reasonably cooperate with you in the defense at your expense.

25. Force Majeure

Neither party will be in breach of this Agreement or liable for any delay or failure in performance to the extent it results from causes genuinely beyond that party's reasonable control, including: acts of God; war; terrorism; government or regulatory actions; natural disasters; pandemics; widespread internet outages; cyber-attacks on infrastructure providers; strikes or labor disputes affecting suppliers; or failures of third-party services (including Meta's Instagram API).

The affected party must: (a) give the other party prompt written notice describing the force majeure event and its expected duration; (b) use reasonable efforts to mitigate the impact and resume performance as soon as possible. If a force majeure event affecting Olkot continues for more than 60 consecutive days, either party may terminate this Agreement without liability upon written notice.

26. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware, USA, for resolution of any dispute not resolved under Section 27.

Notwithstanding the above, if you are a resident of a Member State of the European Economic Area, you may also benefit from any mandatory provisions of consumer or data protection law in your country of residence that cannot be waived by contract. Nothing in this Section deprives you of such mandatory protections.

27. Dispute Resolution

In the event of a dispute relating to this Agreement, the parties agree to attempt to resolve it through good-faith negotiation for at least 30 days from the date one party notifies the other in writing of the dispute. After this period, if unresolved, either party may initiate proceedings in accordance with Section 26.

If you are an EU consumer, you may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/odr to seek resolution before initiating formal proceedings.

28. Changes to These Terms

We may update these Terms at any time. For material changes — including changes to pricing methodology, liability limitations, or data processing arrangements — we will provide at least 30 days' written notice by email to your registered address and via a prominent in-app notification before the changes take effect.

Continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you object to a material change, your sole remedy is to cancel your Subscription before the effective date. Your use of the Service before the effective date remains governed by the prior version of the Terms.

The "Last updated" date at the top of this page indicates when these Terms were last revised. We recommend reviewing these Terms periodically.

29. Miscellaneous

Entire Agreement. This Agreement, together with the Privacy Policy, Disclaimer, and any executed Order Forms or plan confirmations, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, representations, or understandings.

Severability. If any provision of this Agreement is found to be unlawful, void, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions will continue in full force and effect.

Waiver. Failure or delay by either party in exercising any right under this Agreement does not constitute a waiver of that right. A waiver of any particular breach does not constitute a waiver of future breaches.

Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without Olkot's prior written consent, not to be unreasonably withheld. Olkot may assign this Agreement, in whole or in part, in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets, with notice to you.

Notices. Notices to Olkot must be sent to olkot.app@gmail.com. Notices to you will be sent to the email address registered on your account. Notices are effective upon receipt (for email, upon delivery to the recipient's mail server, regardless of whether actually read).

Relationship of parties. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. Each party is an independent contractor.

Language. This Agreement is written in English. In the event of any conflict between the English version and any translation, the English version will prevail. A Spanish translation is available upon request; in matters governed by mandatory Spanish consumer law, the Spanish version will control for consumer disputes.

Headings. Section headings are for convenience only and do not affect interpretation.

30. Contact Information

For questions or notices under these Terms:

• General inquiries: olkot.app@gmail.com
• Legal notices: olkot.app@gmail.com
• Billing disputes: olkot.app@gmail.com
• Privacy and data: olkot.app@gmail.com

Olkot
olkot.app@gmail.com