TERMS OF USE &
SOFTWARE LICENCE AGREEMENT

1. Scope, definitions and contract documents

1.1 “Software” means the MEMBOX AI PHOTOBOOTH desktop application for Windows, its documentation and the features made available in the product description disclosed before purchase. “Services” means Account access, licence activation, online galleries, cloud functions, AI Features and support made available with the Software.

1.2 “Account” means the Licensee's MEMBOX account. “AI Features” are functions that generate or transform images, video or other material with AI. “Credits” are units purchased separately to initiate chargeable AI operations. “Input” means photographs, video, prompts, logos and other material supplied through the Software; “Output” means material generated or transformed through it. “Operator” means the Licensee or its authorised staff using the Software at an event; “Guest” means a person photographed or interacting with an Operator's installation.

1.3 “Consumer” means a natural person contracting for purposes outside their trade or profession. “Protected Sole Trader” means a natural person whose directly business-related contract is not of a professional character for them and who receives specified consumer protections under Polish law. References to Consumer rights extend to a Protected Sole Trader only to the extent a mandatory rule grants the corresponding right. A legal entity is not a Consumer.

1.4 This main text and Schedules 1 and 2 form one Agreement. Schedule 1 controls processing of Guest personal data; mandatory rights prevail over any conflicting text. A privacy notice supplies statutory information about MEMBOX's own processing but does not displace Schedule 1. Any separately negotiated enterprise SLA applies only if expressly accepted by both parties and identified as additional terms.

2. Account

2.1 An Account holder must be at least 18 and have capacity to contract. For an entity, the Account holder must have authority and the entity is the Licensee. The Licensee keeps credentials secure, limits access to authorised staff and contractors, and is responsible for their use within this Agreement. Guests do not become Licensees by being photographed. MEMBOX may ask for information reasonably needed to verify the customer or lawful territory; it will process that information under its privacy notice.

3. Licence, term and territory

3.1 Subject to compliance with this Agreement and payment of the applicable licence fee(s), MEMBOX grants the Licensee a limited, non-exclusive, non-transferable, perpetual licence to install and use one active copy of the Software on one activated Windows computer, with the documentation and features disclosed before purchase. The Software is licensed, not sold, and ownership of it and its intellectual property does not pass to the Licensee.

3.2 The Licensee may use the Software in the permitted territory. It may permit its employees and contractors to operate the licensed device under its responsibility. It may not grant a sublicense or supply the Software, Account or standalone access to clients without a separate express written permission from MEMBOX. A Guest may interact with the installed Software under the Operator's supervision without receiving a licence.

3.3 The permitted territory is worldwide except (a) Poland and (b) any territory in which provision, export, re-export or use of the Software, AI Features or related payment services is prohibited by applicable sanctions or export restrictions of the EU, UN or United States, including restrictions applicable to MEMBOX or its essential service providers. Use of any kind in Poland is prohibited unless MEMBOX grants a prior written, time-limited exception identifying the approved exhibition or demonstration and permitted functions. No exception authorises an unlawful use. The parties will apply this clause consistently with overriding EU and national rules on access, non-discrimination and consumer rights.

3.4 The Licensee must not activate or use the Software while physically in an excluded territory. A temporary loss of internet access does not extend territorial permission. Server checks, country-level IP signals and a signed offline grace token may assist enforcement, but no technical permission overrides this contractual condition. The Licensee may move the licence to another computer after deactivating the first or contacting support; simultaneous active installations are prohibited. If the Licensee breaches Sections 3.3, Section 3.4, Section 4, the Licensee shall compensate the Licensor in full for all losses resulting from that breach, without any contractual limit on the Licensee’s liability.

3.5 By accepting this Agreement, the Licensee confirms that, before acceptance, it had a reasonable opportunity to review the Software’s description, features and technical requirements, and that the Software, as described, meets its intended needs. The Licensee represents that its intended use of the Software complies with all laws applicable to the Licensee and undertakes to keep its use lawful.

4. Restrictions and acceptable use

4.1 Except as mandatory law allows, the Licensee must not copy beyond a necessary technical or backup copy, distribute, rent, resell, sublicense, reverse engineer, decompile, extract code, model data, system prompts or API keys, bypass activation, territory, safety or payment controls, or remove ownership notices. An interoperability exception available by law is preserved.

4.2 The Licensee must not use the Software to infringe intellectual property, privacy or image rights; create non-consensual intimate images, sexualised images of minors, fraud, impersonation, hate or unlawful manipulation; or introduce malware, attack infrastructure or evade moderation. It must not use bots or automated extraction to stress the Services, build a competing product or train a model on the Software, its non-public materials or bulk Output, except to the extent a mandatory law protects the relevant activity. The Licensee must not use the Software or AI Features for a practice prohibited by Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”), or to develop, deploy or operate an AI system for a high-risk use within Article 6 and the relevant annexes of that Act. It must not instruct or enable its staff or clients to do so, and must assess its intended use and comply with law applicable to it. A prohibition here is a contractual restriction even if a provision of the AI Act has a later application date for a particular use.

4.3 Accounts and AI Features are for adults only. An Operator must not enable a person under 18 to use AI Features or process that person's photograph, video, voice, prompt or other material through AI Features, even with a guardian's consent. For events involving minors the Operator must disable AI Features for their participation. Ordinary non-AI photography, if available, requires the Operator's own lawful basis and appropriate notices.

5. Fees, taxes and Credits

5.1 Before a paid purchase is concluded, MEMBOX discloses the one-time licence price or separate Credit price, options, applicable taxes, total payable, currency, payment method and any payment deadline in its checkout, quotation or invoice presented to the Licensee. Payment may be made through Stripe or against a MEMBOX invoice. An invoice does not by itself replace the statutory information or consent steps for a Consumer. There are no recurring licence charges. A failed payment does not activate an unpaid purchase. Price changes affect future purchases only.

5.2 Before an AI operation is confirmed, the interface shows the selected model and Credit cost. Credits are debited when the task is accepted for processing. Purchased Credits have no fixed expiry while the Account remains active. Promotional Credits may have an expressly stated expiry. After 24 months of complete Account inactivity MEMBOX may propose closure of an unused balance on at least 60 days' prior notice; it may not confiscate paid Credits contrary to a Consumer's or other customer's mandatory rights.

5.3 MEMBOX restores a Credit automatically or after verification if a task fails through a verified MEMBOX or provider technical error, times out without Output, or is charged twice. A duly produced Output is not refundable merely because its style or appearance disappoints the Licensee; this does not limit conformity remedies. If all chargeable AI uses cease permanently, MEMBOX refunds the unused paid balance on a proportionate basis. The customer may raise a task issue with its ID through support; no short contractual complaint deadline removes mandatory rights.

5.4 Stripe processes card payments under its own payment terms. MEMBOX does not obtain full card numbers. A Licensee must use a payment method it is authorised to use and must notify MEMBOX of an erroneous charge without limiting any statutory right to dispute a payment. Where a payment is reversed or overdue, MEMBOX may suspend the unpaid licence or the affected new Credit purchase after notice, unless immediate action is reasonably needed to prevent fraud; an already paid perpetual licence is not suspended merely because a later optional Credit payment failed. MEMBOX may recover amounts lawfully due and reasonable collection costs where permitted by law, without charging a Consumer any undisclosed fee. Any invoice or tax treatment must comply with law applicable to the transaction.

5.5 MEMBOX may issue an individual invoice setting out terms for a specific purchase. Once accepted by the Licensee, including by payment, those terms prevail over conflicting provisions of this Agreement for that purchase only. The invoice does not amend the Agreement for other purchases or override mandatory legal rights.

5.6 MEMBOX may change the price of a continuing paid service and/or license fee(s) on at least 30 days’ prior notice. To the extent permitted by applicable law, the Licensee’s continued use of that service and/or Software after the new price takes effect constitutes acceptance of the new price and/or license fee(s).

6. Delivery, compatibility, updates and support

6.1 MEMBOX supplies download after conclusion of the paid purchase and receipt of payment, unless a different lawful delivery time was disclosed and accepted before payment. The current Windows, hardware, camera, printer, connectivity, interoperability and technical protection requirements must be disclosed before purchase at MEMBOX’s website or notified otherwise. The Licensee supplies compatible equipment and internet access for activation and cloud functions.

6.2 Commercial product updates are included for 12 months from the initial licence delivery. After that period the installed version remains licensed without renewal fees and optional new commercial versions or expanded support may be priced separately. This does not limit security or conformity updates owed to a Consumer for the period required by law. MEMBOX informs a Consumer of necessary updates and the consequences of not installing them as required by law.

6.3 Standard support is available at hello@membox.pl Monday to Friday 09:00–17:00 Europe/Warsaw, excluding Polish public holidays. Targets for first response during those hours are four working hours for a critical failure to activate or total outage during an active event; one working day for a substantial function failure with a workaround; three working days for other issues. These are response targets, not repair guarantees or a compensated uptime SLA. Separately agreed enterprise terms may vary them.

6.4 AI models, internet, payment services and optional Google Drive can be unavailable. MEMBOX may substitute or retire a model for availability, security, law or supplier reasons, showing any new Credit cost before use and restoring Credits for qualifying failed tasks. Changes to a continuing digital service supplied to a Consumer are subject to section 12 and mandatory rules on modification and conformity. A stated generation time is an estimate.

7. Input, Output and intellectual property

7.1 The Licensee retains its rights in Input and grants MEMBOX and authorised processors a limited right to host, transmit, transform and otherwise process it to supply the contracted functions, provide requested support, enforce safety and resolve claims. MEMBOX does not acquire ownership of Input or use Guest materials to market MEMBOX or train its own models. The Licensee represents that it has the rights and authorisations necessary to submit Input and allow this processing. It must determine each Guest's lawful basis, image-right permission where required and notice, and must have authority for brand assets and third-party materials. The Operator, not MEMBOX, determines its relationship with Guests and clients, controls the event and is responsible for their access and use under its supervision.

7.2 As between MEMBOX and the Licensee, MEMBOX claims no ownership of Output generated from the Licensee's Input, except to the extent it contains MEMBOX's pre-existing material. No grant of exclusive intellectual property rights is promised: Output may be similar to other output, lack copyright protection or implicate a third party's rights. The Licensee reviews Output before printing, publishing or commercial use. MEMBOX does not warrant rights in a third party's name, brand, character or style used in a prompt.

7.3 Where the EU AI Act or other applicable law requires notice or marking of AI-generated or altered content, each party performs its own applicable provider or deployer obligations. The Licensee preserves and provides required notices to Guests and recipients, especially for realistic material that may be mistaken for an authentic depiction. Neither party may use Output to mislead unlawfully.

7.4 MEMBOX has no general obligation under this Agreement to pre-screen every Input or Output. It may use proportionate automated or human review when necessary for security, support requested by the Licensee, investigation of a reported violation or legal compliance, subject to applicable privacy and data-protection duties. It may reject, remove or disable access to material reasonably believed unlawful or prohibited, give reasons and an opportunity to contest the action where appropriate, and preserve only the records needed for an incident or claim. A moderation decision does not transfer the Operator's Guest-facing responsibilities to MEMBOX.

8. Guest data, privacy, confidentiality and security

8.1 MEMBOX is controller of its Account, billing, support and security data. Where the Licensee determines the purposes and means of Guest photography and related event processing and MEMBOX processes Guest data on its behalf, Schedule 1 applies: the Licensee is controller and MEMBOX processor. For a purely private or household activity or another different role allocation, the parties must assess whether Schedule 1 applies; it does not supply the Licensee’s Guest-facing lawful basis. Each party provides notices and handles rights requests for processing for which it is controller. MEMBOX's account privacy notice is at its website.

8.2 Guest Input submitted for AI processing is stored on MEMBOX's server only as needed for processing and deleted no later than 48 hours after completion. Output and server-hosted galleries may be retained up to 90 days, or a shorter available period selected by the Licensee. Local files and an optionally connected Google Drive account are controlled by the Licensee. MEMBOX is not an archival service; the Licensee exports what it needs before scheduled deletion or termination. Security and accounting logs may have different periods disclosed in the privacy notice.

8.3 Each party keeps the other's non-public technical, business and Guest information confidential, uses it only for this Agreement and limits disclosure to persons with a need to know under confidentiality duties, except where information is public without breach, independently developed, lawfully obtained, or disclosure is legally required. MEMBOX applies appropriate technical and organisational measures under applicable data protection law, without guaranteeing absolute security. Incident obligations for entrusted Guest data are in Schedule 1; MEMBOX handles its own controller incidents under law.

9. Availability and business allocation of risk

9.1 The Licensee should test the camera, printer, prompts, selected model, local configuration and connection before an event and keep reasonable copies of locally controlled material. MEMBOX does not promise continuous operation of third-party networks or AI models, but will perform its own obligations with the care required by law. Failure of a provider does not remove a Consumer's mandatory remedies against MEMBOX.

9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SERVICES, AI FEATURES AND OUTPUT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS. MEMBOX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. MEMBOX DOES NOT WARRANT THAT ACCESS WILL BE UNINTERRUPTED, THAT ERRORS WILL BE CORRECTED, THAT ANY FEATURE OR THIRD-PARTY SERVICE WILL REMAIN AVAILABLE, OR THAT ANY OUTPUT WILL BE ACCURATE, UNIQUE, LAWFUL OR SUITABLE FOR THE LICENSEE’S INTENDED USE. THE LICENSEE ASSUMES THE RISKS OF USING THE SOFTWARE AND OUTPUT. THIS CLAUSE DOES NOT EXCLUDE ANY OBLIGATION OR REMEDY THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO EXCLUDE.

9.3 The Licensee is responsible for its event commitments to its own customers, including backup staffing, equipment and internet arrangements. To the extent permitted by law, MEMBOX is not responsible for loss caused solely by the Licensee's equipment, unsafe settings or failure to install an available necessary update after adequate notice. Where both parties contribute, responsibility follows applicable law; a third-party outage does not excuse MEMBOX from any non-excludable obligation.

10. Limitation of liability

10.1 To the fullest extent permitted by applicable law, MEMBOX's total aggregate liability arising out of or relating to this Agreement, the Software or a claim concerning either, Services, whether in contract, tort or otherwise, shall not exceed EUR 1 in total.

10.2 MEMBOX is not liable for lost profits, lost event revenue, lost customers or indirect or consequential business loss to the extent such exclusion is permitted by law.

10.3 The Licensee must defend and indemnify MEMBOX against a third-party claim to the extent it arises from the Licensee's unlawful Input, lack of necessary rights or Guest notices, prohibited AI use, or event services supplied by the Licensee (if any), including reasonable external legal costs and an amount finally awarded or approved in settlement.

10.4 MEMBOX will promptly notify the Licensee of the claim, allow it reasonable control of the defence with competent counsel, cooperate at the Licensee's reasonable expense, and may participate at its own expense.

11. Suspension and misuse

11.1 MEMBOX may restrict an affected function immediately where reasonably necessary to stop an ongoing unlawful act, security threat, prohibited AI use, sanctions breach or material harm, with a proportionate scope. For other material breaches it will describe the breach and allow seven days to cure where cure is possible. It gives the reason and a contact for review unless disclosure would undermine safety or law.

11.2 The Licensee may contest a territorial or moderation decision at hello@membox.pl. A genuine technical outage is not a finding of breach. MEMBOX will not debit Credits for a task blocked before processing. Suspension is not an automatic forfeiture of a Consumer's conformity, refund or other statutory rights.

12. Product changes and changes to these terms

12.1 MEMBOX may make non-material changes to these terms with immediate effect after publication and notice through the Software or by email. MEMBOX will give at least 30 days' advance notice on material changes to these terms. The Licensee’s continued use of the Software and/or Services after these terms changes takes effect constitutes acceptance of such changes to these terms.

13. General

13.1 Notices to MEMBOX may be sent to hello@membox.pl or its postal address mentioned below in these terms. MEMBOX sends notices to the latest Account email or, where appropriate, on another durable medium. The Licensee keeps its email current. A legally required durable-medium notice is not replaced by a transient in-app banner.

13.2 The Licensee may not transfer the licence or Account without MEMBOX's consent. MEMBOX may transfer this Agreement with the relevant business to a successor able to perform it, on advance notice and without diminishing a Consumer's mandatory rights; any additional consent required by law will be obtained.

13.3 Neither party is responsible for delay caused by an event outside its reasonable control to the extent the event actually prevents performance, provided it notifies the other and takes reasonable steps to mitigate. Payment already due, statutory refunds, data protection and Consumer rights remain governed by law. If performance cannot resume, either party may exercise any applicable statutory or contractual termination right.

13.4 If a provision is invalid, the remaining provisions continue where the contract can function without it; the invalid provision is governed by applicable law, not automatically rewritten to preserve the same commercial effect. This Agreement is the complete agreement for this Software, except any separately and expressly agreed enterprise terms. No failure to exercise a right waives it.

13.5 If the Licensee is a natural person, MEMBOX’s processing of the Licensee’s personal data is described in the Privacy Policy published on the MEMBOX website, which applies alongside this Agreement. The Privacy Policy does not replace the provisions of this Agreement concerning Guests’ personal data.

13.6 Term and Termination

(a) This Agreement takes effect on the date the Licensee accepts it and continues until 31 December of that calendar year. It automatically renews for successive one-year periods beginning on 1 January, unless either party gives the other notice of non-renewal at least 30 days before the end of the current term.

(b) Either party may terminate the Agreement at any time by giving the other party at least 30 days’ notice.

(с) MEMBOX may terminate it with immediate effect by notice if the Licensee commits a breach of this Agreement.

(d) Upon termination, the licence to use the Software ends.

14. Governing law and disputes

14.1 Polish law governs this Agreement. Subject to mandatory jurisdiction rules, courts in Poland have exclusive jurisdiction for disputes with a business Licensee. The parties may first send a complaint to hello@membox.pl, without making informal discussion a prerequisite to filing a lawful claim.