Terms of Service

These Terms of Service ("Terms") govern the access to and use of the SaaS platform, related hosting infrastructure, and payment routing functionalities (collectively, the "Service") provided by JZP.media, a limited liability company incorporated under the laws of the Republic of Poland, with its registered office at Poznan, Poland, entered into the Register of Entrepreneurs under NIP: PL8861970595 ("Operator", "we", "us", or "our").

By registering an account, integrating our infrastructure, or otherwise accessing the Service, you ("Admin", "you", or "your") acknowledge that you have read, understood, and agreed to be legally bound by these Terms. The acceptance is digitally logged upon registration (capturing the date, time, IP address, and accepted version of these Terms). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these Terms.

1. Description of the Service and Roles

1.1. Nature of the Service. The Operator provides a cloud-based infrastructure allowing professional and commercial users to create, manage, and monetize digital directory catalogs. The Operator provides only the software environment, database hosting, and payment routing integration through third-party processors.

1.2. The Tripartite Relationship. The ecosystem involves three primary actors:

• The Operator, acting strictly as the infrastructure provider.
• The Admin, acting as our direct customer. You pay a subscription fee to us to access the platform.
• The Listing Owner, acting as your customer. Listing Owners pay you for the right to publish content in your directory.

1.3. Absence of Privity. You acknowledge and agree that the Operator is not a party to any agreement, contract, or transaction between you and any Listing Owner or general visitor to your directory. You are solely responsible and fully liable for the provision of your catalog services, your pricing, your moderation policies, and the handling of any consumer rights, refunds, and complaints initiated by Listing Owners.

2. Technical Requirements for Access

In compliance with the Polish Act on Providing Services by Electronic Means, access to the Service requires the following minimum technical prerequisites:

• A personal computer, laptop, or multimedia device with active internet access providing a minimum bandwidth of 1 Mbit/s.
• A modern web browser supporting HTML5 technology (e.g., Google Chrome, Mozilla Firefox, Apple Safari, Microsoft Edge).
• Enabled execution of JavaScript and acceptance of session and persistent Cookies necessary for authentication.
• An active email account for receiving administrative communications.

3. Subscriptions, Commissions, and Financial Routing

3.1. Admin Subscriptions. Access to the Service is billed on an advance, recurring basis (monthly or annually). Unless specified otherwise, all prepaid fees are non-refundable for the active billing cycle.

3.2. Stripe Connect Integration. To monetize your directory, you must connect a valid Stripe Express account. You authorize the Operator to route payments from Listing Owners directly to your connected Stripe account.

3.3. Platform Commission. During each transaction initiated by a Listing Owner, the Operator automatically deducts a platform commission (e.g., 7% for Professional plans, 4% for Business plans). The Operator covers the underlying Stripe processing fees from this commission. We reserve the right to modify the commission rates with a prior thirty (30) days' written notice.

3.4. Price Changes. The Operator may modify the base subscription pricing. You will be provided with a thirty (30) days' written notice via email. If you do not accept the new pricing, you have the right to terminate this agreement before the new prices take effect and receive a pro-rata refund for any unused period.

4. Account Closure and Automated Refund Pathways

If you initiate the closure of your account via the administrative dashboard, the Operator executes a structured termination sequence designed to settle financial obligations with your Listing Owners:

4.1. Path A (Sufficient Connect Balance). The system will calculate the total pro-rata refund amounts owed to all active Listing Owners. If your Stripe Connect balance is sufficient, the system automatically executes cancellations with a pro-rata refund, utilizing your funds. Your Admin subscription will be scheduled for cancellation at the end of your current billing period, allowing you read/write access until the period expires.

4.2. Path B (Insufficient Connect Balance). If your Stripe Connect balance cannot cover the necessary pro-rata refunds, the automated cancellation is halted. You must elect one of two options:

• Top-Up: Inject sufficient funds into your Stripe Connect account to enable Path A.
• Closure Without Automated Refund (Liability Assumption): You may sign an electronic declaration within the dashboard acknowledging and accepting sole, personal, and unlimited liability for settling all outstanding refunds directly with your Listing Owners. Upon execution of this declaration, the Operator will email all affected Listing Owners, providing them with your contact information and stating that all refund claims must be addressed directly to you. You agree to fully indemnify and hold the Operator harmless against any secondary claims filed by Listing Owners.

5. Non-Payment and Delinquency Timeline

If the billing method on file fails to process your Admin subscription fee, the Operator enforces the following automated schedule:

• Days 1-7: Your catalog remains active while automated payment retries occur.
• Day 7: If payment remains unresolved, your catalog enters "Read-Only Mode." Public visitors may view the directory, and existing Listing Owners retain their active status, but you are barred from creating or modifying configurations.
• Day 21: Your subscription transitions to a canceled state. Your catalog is soft-deleted and removed from public access. If your balance permits, Listing Owner subscriptions are canceled with a pro-rata refund.
• Day 28: Hard deletion occurs. All associated databases, S3 storage buckets, and server configurations are permanently and irrevocably destroyed.

6. Single Listing Lifecycles and Governance

6.1. Admin-Initiated Blocking. You may temporarily block a listing, hiding it from public view while the underlying subscription remains active. The system enforces an automated maximum block window (configurable by you between 7 and 90 days). If the block is not lifted within this window, the system automatically cancels the Listing Owner's subscription and issues a pro-rata refund to prevent abusive billing practices.

6.2. Deletion by Admin or Owner. If you delete a listing, or the Listing Owner cancels their subscription, the service operates on a strict pro-rata billing doctrine. The system will cancel the subscription at the end of the period or immediately issue a refund, depending on the action taken, followed by a 30-day soft deletion grace period prior to hard eradication.

7. Acceptable Use and Prohibited Content

You agree not to use the Service, nor allow any Listing Owner or third party to use the Service, to:

• Host, distribute, or facilitate illegal goods, child exploitation material, or copyright-infringing content.
• Engage in systematic discrimination against legally protected categories.
• Attempt to resell, white-label, or reverse-engineer the SaaS platform itself without explicit authorization.
• Introduce viruses, trojan horses, worms, or other malicious code.

The Operator reserves the right to immediately suspend or terminate your account without prior notice in the event of severe material breaches of this acceptable use policy.

8. Complaint Handling Procedure

Pursuant to the Polish Act on Providing Services by Electronic Means:

8.1. Submission. Complaints regarding technical defects of the Service must be submitted via email to [email protected]. The complaint should include the Admin's account details and a precise description of the technical anomaly.

8.2. Resolution Timeframe. The Operator will respond to complaints without undue delay, and no later than 14 days from the date of receipt. If the technical complexity requires more time, the Operator will inform you within this 14-day period of the cause of the delay and provide an estimated time for resolution.

8.3. Content/Billing Complaints. Complaints regarding directory content, Listing Owner disputes, or consumer rights strictly pertain to your liability. The Operator will automatically reject and route any such end-user complaints directly to you.

9. Intellectual Property and Data Ownership

9.1. Admin Content. You retain all intellectual property rights to the content, logos, and data you upload to the platform. You grant the Operator a worldwide, royalty-free, non-exclusive license to host, copy, transmit, and display such content strictly as necessary for the delivery of the Service.

9.2. Data Processing Agreement. By accepting these Terms, you inherently accept the Data Processing Agreement (DPA) attached hereto as Schedule A, which governs the handling of Personal Data where you act as the Data Controller and the Operator acts as the Data Processor.

10. Transfer of Agreement and Change of Control

The Operator operates within an agile corporate framework. You provide explicit, advance consent (blanket consent) allowing the Operator to assign, transfer, or novate these Terms, including all rights and obligations herein, to an affiliated entity, a legal successor, or a third-party acquirer (e.g., during a merger, acquisition, or statutory transformation).

In the event of such a transfer:

• The Operator will provide you with a minimum of thirty (30) days' prior written notice via email.
• If you object to the transfer, you have the absolute right to terminate these Terms without penalty during the notice period, receiving a pro-rata refund for any unused subscription periods.
• Continued use of the Service following the expiration of the notice period constitutes your binding, legal acceptance of the new operator as your contractual counterparty.

All DPA and GDPR obligations shall seamlessly transfer to the successor entity.

11. Limitation of Liability and Indemnification

11.1. Warranty Disclaimer. The Service is provided on an "AS-IS" and "AS-AVAILABLE" basis. To the fullest extent permitted by applicable B2B law, the Operator disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. Limitation of Damages. In no event shall the Operator be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business interruption. The total, cumulative liability of the Operator arising out of or related to these Terms shall not exceed the total subscription amounts paid by you to the Operator in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3. Indemnification. You agree to fully indemnify, defend, and hold harmless the Operator, its directors, and employees from and against any claims, losses, damages, liabilities, fines, or expenses (including reasonable attorney's fees) arising from: (i) your breach of these Terms; (ii) disputes between you and your Listing Owners; (iii) any consumer rights claims filed against the Operator regarding your directory; or (iv) your infringement of third-party intellectual property rights.

12. Governing Law and Jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed strictly in accordance with the laws of the Republic of Poland, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any disputes arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the Polish common courts competent for the registered seat of the Operator.