These Terms of Service ("Terms") govern your access to and use of SadaKart's digital loyalty card platform, APIs, websites, dashboards, and related services (collectively, the "Services"). By creating an account, subscribing, paying fees, or otherwise using the Services on behalf of a business ("Company," "you," or "your"), you agree to these Terms on behalf of yourself and the Company you represent. If you do not agree, you must not use the Services.

These Terms apply to all subscription plans offered by SadaKart, including without limitation Starter, Growth, Enterprise, and any successor or promotional plans. If there is a conflict between these Terms and a separate written agreement signed by SadaKart and your Company, the signed agreement controls for that specific conflict only.

SadaKart provides a cloud-based platform that enables Companies to operate digital loyalty programs, including but not limited to: QR code-based customer onboarding; issuance and management of passes for Apple Wallet, Google Wallet, and related wallet experiences; stamp-based or similar loyalty mechanics; staff scanning and loyalty events (e.g., check-in, earn, redeem); notifications and pass updates via applicable wallet and push channels; company dashboards and tools to manage customers, branches, branding, and program configuration; and integrations with third-party providers (such as payment processors and wallet platforms) as described in our Privacy Policy.

Features, limits, and availability may vary by plan and may change over time. SadaKart does not guarantee that any particular feature will remain available in the same form or at all times.

3.1 Fees and Stripe. Subscription and other fees are billed through our payment processor (currently Stripe) or as otherwise communicated by SadaKart. You authorize SadaKart and its payment partners to charge your designated payment method for all applicable fees, taxes, and renewals.

3.2 Price Changes During Active Subscriptions. SadaKart may change its prices, fees, plan structures, feature bundles, and add-on charges at any time, including during an active subscription period. Unless applicable law requires otherwise, such changes may take effect: (a) at the start of your next billing period after notice; or (b) immediately upon notice where we are required to adjust for regulatory, tax, payment network, or third-party cost changes, or where we provide a reasonable opportunity to cancel before the new price applies. Continued use of the Services after the effective date of a price change constitutes your acceptance of the new pricing, except where you cancel in accordance with these Terms before the change applies to you.

3.3 Payment Failure. If a payment fails or your payment method cannot be charged, SadaKart may suspend or deactivate your account or access to the Services, restrict functionality, and pursue collection as permitted by law.

3.4 Taxes. Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for all taxes associated with your purchase, excluding taxes based on SadaKart's net income.

3.5 No Refunds. Except where required by law or expressly stated by SadaKart in writing, fees are non-refundable, including for partial subscription periods, unused capacity, or downgrades.

4.1 Our Rights. To protect the integrity of the Services, other customers, and end users, SadaKart may, in its sole discretion and without liability to you: (a) suspend, limit, or terminate your access to the Services; (b) modify, downgrade, or cancel your subscription or plan; (c) remove or disable content, passes, QR flows, or integrations; and (d) take technical or legal steps we deem appropriate, with or without prior notice, where we reasonably believe any of the following has occurred or may occur:

(i) Misuse of branches, QR codes, or onboarding links — including using the same QR code, branch record, or onboarding configuration across or for more physical locations, outlets, or branded presences than your subscription fairly permits, or otherwise circumventing plan limits (e.g., customer limits, notification limits, branch limits, or user seats);

(ii) Fraudulent, abusive, or deceptive use of stamps, loyalty events, awards, or customer codes;

(iii) Security incidents, unauthorized API use, scraping, reverse engineering where prohibited, or attempts to bypass authentication or rate limits;

(iv) Branding, content, or program configuration that is unlawful, infringing, defamatory, harmful, or likely to mislead consumers;

(v) Non-payment, chargebacks, or repeated failed payments;

(vi) Risk of harm to SadaKart, third-party providers (Apple, Google, Stripe, etc.), or other customers.

4.2 Investigation. SadaKart may monitor usage patterns, logs, and account activity as permitted by law and our Privacy Policy to enforce these Terms and prevent abuse. We are not obligated to provide detailed evidence before taking action where we reasonably believe immediate action is necessary.

4.3 Effect of Action. If we suspend or terminate for cause under this Section, you remain responsible for fees already incurred, and we are not liable for any loss of data, revenue, goodwill, or other damages arising from such action, except where prohibited by law.

5.1 SadaKart IP. The Services, software, documentation, and SadaKart branding are owned by SadaKart and its licensors. Subject to these Terms, SadaKart grants you a limited, non-exclusive, non-transferable, revocable license to use the Services during your subscription for your internal business purposes in accordance with documentation and plan limits.

5.2 Your Content and Branding. You retain ownership of your trademarks, logos, and other materials you provide. You grant SadaKart a worldwide, non-exclusive, royalty-free, sublicensable license to host, reproduce, process, display, and transmit your content solely to provide, secure, improve, and promote the Services.

5.3 Marketing, Statistics, and Commercial Use. You grant SadaKart an additional worldwide, non-exclusive, royalty-free license to use your Company name, trade name, logos, and other branding you make available through the Services, and to refer to you as a customer of SadaKart, for SadaKart's own commercial marketing, advertising, sales, investor relations, case studies, conferences, website and social media, press releases, and statistical or aggregated reporting — including combining your data with others in anonymized or aggregated form — without further compensation, unless you opt out where we provide a clear mechanism or as required by law. You represent that you have all rights necessary to grant this license.

5.4 Survival. The licenses in Sections 5.2 and 5.3 survive termination of your subscription for materials already used, distributed, or incorporated in anonymized/aggregated analytics, and for archival, legal, and dispute purposes as permitted by law.

You agree to: (a) provide accurate registration, billing, and business information and keep it current; (b) maintain the security of your accounts, passwords, API keys, and staff devices used with the Services; (c) comply with all applicable laws and regulations relating to loyalty programs, marketing, consumer protection, privacy, and electronic communications in the jurisdictions where you operate and where your customers are located; (d) obtain and maintain any required consents from end customers for data collection and marketing as required by law; (e) not use the Services to violate others' rights or to transmit malware or unlawful content; (f) not interfere with or disrupt the Services or third-party systems; and (g) use the Services only in accordance with technical documentation and acceptable use standards we publish or communicate.

7.1 Operation of the Service. You instruct SadaKart to process Company account data and end-customer personal data that you or your customers submit through the Services, as described in our Privacy Policy.

7.2 Aggregated and Platform Data. SadaKart may create and use de-identified, aggregated, or anonymized data derived from use of the Services (including across customers) for analytics, benchmarking, product improvement, marketing, and statistics. Such data will not identify you or an individual end customer except as permitted by law or the Privacy Policy.

7.3 No Sale of Personal Data. SadaKart does not sell your personal information as a standalone commodity; disclosures to subprocessors and partners are for service operation as described in the Privacy Policy.

The Services rely on third-party platforms (e.g., wallet providers, payment processors, hosting, email). Those providers have their own terms and privacy policies. SadaKart is not responsible for third-party outages, changes in APIs, or actions taken by those providers. Your use of wallet passes and app stores may be subject to additional rules from Apple, Google, or others.

9.1 Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SADAKART AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR REVENUE. SADAKART'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID SADAKART FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS (USD $100), IF NO FEES WERE PAID. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

You will defend, indemnify, and hold harmless SadaKart and its affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your content, branding, or loyalty program; (c) your violation of these Terms or applicable law; or (d) disputes between you and your customers or employees.

SadaKart may modify these Terms at any time. We will post the updated Terms and update the "Last updated" date. Where required by law, we will provide additional notice. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you must stop using the Services and cancel your subscription as applicable.

These Terms are governed by the laws of Poland, excluding conflict-of-law rules, unless mandatory consumer or local laws apply. Exclusive venue for disputes will be the courts of Warsaw, Poland, subject to mandatory arbitration or consumer rights in your jurisdiction if applicable. You and SadaKart agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.1 Entire Agreement. These Terms and the Privacy Policy constitute the entire agreement between you and SadaKart regarding the Services and supersede prior oral or written understandings on the same subject.

13.2 Assignment. You may not assign these Terms without SadaKart's prior written consent. SadaKart may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.3 Severability. If any provision is held invalid, the remainder remains in effect.

13.4 No Waiver. Failure to enforce a provision is not a waiver.

13.5 Contact. For legal notices relating to these Terms, contact: [email protected] or Stefana Batorego 18 / 108, 02-591 Warszawa, Poland.