1. Definitions

“Withnodes”, “we”, “us”, “our” means Ignacio Correia Unipessoal Lda, registered at Rua Quirino Mealha N10 RC D, 8100-231 Loule, Portugal, VAT/NIF 517951924, operating the Withnodes SaaS platform for building and monetizing chatbots.

“Platform” means the Withnodes websites, apps, APIs, dashboards, SDKs, documentation, and any related services and materials.

“User” or “you” means the legal entity or person that creates an account to access the Platform (default scope is B2B use).

“Creator” means a User that creates, publishes, and/or monetizes chatbots on the Platform.

“End User” means an individual that interacts with a Creator’s chatbot and/or pays for access.

“User Content” means any data, text, prompts, flows, models, images, audio, video, code, settings, metadata, and other materials submitted to or generated within the Platform by the User or its End Users.

“Personal Data” has the meaning in the GDPR.

“Commission” means the percentage or flat fee retained by Withnodes on End User payments.

“Subprocessors” means third parties engaged by Withnodes to provide the Service.

2. Acceptance of the Terms

By creating an account, accessing, or using the Platform, you agree to these Terms, the Privacy Policy, and the Data Processing Addendum (DPA) in Annex A. If you accept on behalf of an entity, you represent that you have authority to bind that entity.

3. Eligibility and Account

3.1 Registration. You must provide accurate, complete, and up‑to‑date information. We may require identity verification (KYC) and additional risk/anti‑fraud information.

3.2 Credentials. You are responsible for safeguarding credentials and for all activity under your account.

3.3 Business Use. The Service is intended for professional/B2B use. If you are a consumer, mandatory consumer rights may apply and prevail over conflicting terms.

4. Service Description

4.1 The Platform enables you to build, publish, and monetize chatbots; Withnodes collects payments from End Users and remits payouts to Creators net of Commission and applicable fees.

4.2 We may introduce, modify, or discontinue features, plans, pricing, interfaces, APIs, and integrations at any time.

4.3 We may, in our sole discretion, refuse, remove, block, limit, suspend, or terminate any account, chatbot, integration, or User Content, with or without notice, for any reason, including legal risk, security, fraud, abuse, or breach of these Terms.

4A. Creator Program & Additional Obligations

4A.1 Eligibility & Verification. Participation as a Creator is subject to ongoing KYC/AML, risk review, and compliance checks. We may reject, suspend, or remove any Creator at any time.

4A.2 Conduct & Quality. Creators must ensure their chatbots, prompts, knowledge bases, claims, pricing, and marketing are lawful, accurate, and not misleading. Creators must implement age‑gating and sector‑specific disclaimers where required (e.g., finance/health/legal) and comply with Annex C.

4A.3 Third‑party tools & routing. If you connect third‑party providers (LLMs, databases, analytics, webhooks, CRMs, etc.), you are solely responsible for those providers and for obtaining a lawful basis, consents, and DPAs. See Clause 7.5. We are not responsible for their actions or failures.

4A.4 Payments & Chargebacks. You authorise us to manage pricing presentation, taxes, refunds, chargebacks, anti‑fraud, holds, and reserves. We may withhold, delay, or claw back payouts for disputes, suspected fraud, or policy breaches.

4A.5 Brand & Claims. You may not imply endorsement by Withnodes. Use of our name/logo is subject to our brand guidelines and revocable at will.

4A.6 No circumvention. You shall not attempt to bypass the Platform for transactions with End Users initially engaged through the Platform.

4A.7 Audit & Cooperation. On reasonable request, you shall provide information/evidence to address complaints, disputes, data subject requests, or authority inquiries.

4A.8 Enforcement. Breach of this section authorises us to (i) remove or disable chatbots/content; (ii) suspend or terminate your account; (iii) withhold or seize payouts to cover damages, refunds, and fees; and (iv) pursue injunctive relief and damages in court and report to authorities. Our remedies are cumulative and without prejudice to any other rights.

5. Payments, Commissions, and Taxes

5.1 Merchant model. Unless expressly stated otherwise in writing, Withnodes acts as merchant of record vis‑à‑vis End Users and is responsible for charging, invoicing, and handling refunds/chargebacks.

5.2 Commission and fees. Withnodes charges a Commission on each transaction and may charge additional fees (e.g., payment processing, FX, anti‑fraud). Commission rates and fees are set by Withnodes at its sole discretion, may vary by Creator, product, geography, volume, or risk profile, and may be changed at any time as described in Clause 15 and Annex B. Where no schedule is published, the Commission and fees in effect are those communicated by us in the dashboard or by notice.

5.3 Payout windows. Payouts to Creators occur on scheduled cycles (e.g., weekly/monthly), subject to: (i) minimum payout thresholds; (ii) reserves/holds for chargebacks, refunds, or disputes; (iii) KYC completion; (iv) tax and compliance checks.

5.4 Refunds/chargebacks. We may debit or set off amounts owed to you for refunds, cancellations, processing errors, fraud, or platform policy decisions.

5.5 Taxes. You are responsible for your taxes (e.g., VAT, corporate/income taxes). Where required by law, we may withhold taxes and file reports.

5.6 Currency. Unless stated otherwise, settlements are in EUR; FX rates and fees may apply.

6. Intellectual Property; Licences

6.1 Platform. As between you and us, Withnodes (and its licensors) owns all rights in and to the Platform and related materials (software, UI, models, documentation, databases, platform‑generated data, reports, aggregated metrics, logs, and technical learnings), including copyrights, database rights, trade secrets, and trademarks.

6.2 User Content. You retain the rights you hold in your User Content. To the maximum extent allowed by law, you grant Withnodes a worldwide, non‑exclusive, royalty‑free, irrevocable, perpetual, transferable, and sublicensable licence to use, host, reproduce, process, adapt, publish, translate, modify, create derivative works from, communicate, display, distribute, and commercially exploit your User Content on and off the Platform, including for developing and training models, security, compliance, marketing (including use of names and logos), and for sale/licensing to third parties, except to the extent the Content constitutes identifiable Personal Data of third parties, in which case the GDPR/DPA and Privacy Policy apply and may limit our use.

6.3 Feedback. You grant us a perpetual, irrevocable, worldwide, royalty‑free licence to use and exploit any feedback, ideas, or suggestions without obligation.

6.4 Third‑party materials. You are responsible for obtaining and maintaining licences for any models, data, content, libraries, or APIs used in your chatbots and for ensuring our use under these Terms is permitted.

6.5 Data ownership clarification (Platform vs. User Content). As between the parties, Platform Data—including but not limited to models developed by Withnodes, prompts/response telemetry, usage analytics, quality scores, benchmarks, logs, security signals, system instructions, embeddings generated by the Platform, synthetic data produced by the Platform, and aggregated/anonymous datasets—are owned by Withnodes. For the avoidance of doubt, nothing in these Terms requires Withnodes to disclose or deliver Platform Data. Personal Data ownership as a legal concept does not apply under EU law; however, where intellectual property or database rights may subsist in User Content, you grant the licence in 6.2 and waive (to the extent permitted by law) any rights that would prevent the uses permitted herein.

6.6 Creator publicity and portfolio. You grant us the right to identify you as a customer and to showcase non‑confidential aspects of your chatbots and results for marketing and portfolio purposes, unless you opt out in writing.

7. Data, Privacy, and Processing

7.1 Roles under GDPR. For End User Personal Data processed by a Creator’s chatbots, the Creator is the Controller and Withnodes is the Processor/Sub‑processor, as detailed in Annex A (DPA). For account, billing, risk, logs, and Platform usage data, Withnodes acts as Controller.

7.2 Data use. We may collect, analyze, enrich, combine, anonymize, and aggregate data derived from Platform use (including prompts, responses, metrics, and performance) and use and commercialize such data for any legitimate purpose, including model training, improvement, statistics, security, and reporting, provided we do so without directly identifying natural persons unless we have a proper legal basis.

7.3 International transfers. Data may be transferred outside the EEA subject to appropriate safeguards (e.g., EU Standard Contractual Clauses).

7.4 Retention. We may retain data for as long as necessary for the purposes of processing and legal obligations and may delete or anonymize it at any time.

7.5 Creator‑selected providers and outbound data flows. The Platform may allow you to connect or route data to third‑party services chosen and configured by you (e.g., LLMs/model APIs, vector databases, storage, analytics, monitoring, webhooks, messaging/CRM, helpdesk, or other tools). (a) You instruct Withnodes to transmit, process, and disclose User Content and Personal Data to such services as your agent. (b) Such services are not Withnodes Subprocessors unless we expressly list them as such; instead, they are your processors/sub‑processors under your separate contracts. (c) Withnodes has no control over and no responsibility or liability for the acts, omissions, security, or compliance of such third parties, and disclaims all warranties regarding them. (d) You are solely responsible for ensuring a lawful basis, appropriate disclosures/consents, international transfer mechanisms, and a valid data processing agreement with those providers; you will indemnify Withnodes for any claim, fine, or loss arising from your integrations or instructions. (e) We may suspend routing to any provider that, in our reasonable opinion, poses security, legal, or operational risk.

8. Acceptable Use

You must not: (a) violate law (e.g., IP, data protection, consumer, sanctions, anti‑fraud); (b) post illegal, deceptive, defamatory, harmful, malicious, or non‑consensual adult content, or incite violence; (c) compromise Platform security/integrity; (d) reverse engineer (except as permitted by law); (e) circumvent limits, fees, or quotas; (f) send spam; (g) collect/process Personal Data without a proper legal basis and valid disclosures; (h) use the Platform for high‑risk activities (medical/financial/legal professional advice, critical infrastructure, automated decisions with legal effects) without our prior written approval and appropriate safeguards.

9. APIs, Quotas, and Rate Limits

Access tokens/keys and technical policies apply. We may modify, suspend, or withdraw APIs and integrations at any time, and enforce rate limits and quotas.

10. Support and SLA

Unless covered by a signed service level agreement, the Service is provided “as is” with no availability or performance guarantees.

11. Disclaimers

To the fullest extent permitted by applicable law, Withnodes disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, non‑infringement, accuracy, and availability.

12. Limitation of Liability

12.1 Withnodes shall not be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages; or loss of profits, revenue, data, goodwill, use, or opportunities, even if advised of the possibility.

12.2 Our aggregate liability for all claims relating to the Service shall not exceed the greater of (i) the total amount paid by you to Withnodes in the 12 months preceding the event giving rise to liability; or (ii) EUR 100, except where mandatory law provides otherwise.

12.3 Nothing in these Terms excludes liability for fraud, wilful misconduct, or death/personal injury caused by negligence.

13. Indemnification

You shall indemnify, defend, and hold harmless Withnodes and its officers, directors, employees, and agents from and against any losses, costs, claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your User Content; (b) your use of the Platform; (c) your breach of these Terms; (d) your infringement of third‑party rights; (e) your non‑compliance with law (including GDPR, IP, and consumer law); (f) your Creator‑selected providers, integrations, webhooks, or data flows, including any processing by third parties you connect to the Platform; and (g) any claims from End Users, data subjects, or authorities relating to your chatbots, instructions, or failure to meet your controller obligations.

14. Suspension and Termination

14.1 We may suspend or terminate your access at any time, for any or no reason, with or without notice, and without liability.

14.2 You may terminate your account by notice and ceasing use. Amounts owed remain due. We may retain records as required by law and to establish, exercise, or defend legal claims.

14.3 We are not obligated to retain or provide your User Content after termination. We may, at our discretion, offer exports.

15. Changes to the Service and to these Terms

We may modify these Terms, the Privacy Policy, the DPA, features, pricing, Commission and fees, and any policies at our sole discretion. Unless a different effective date is stated, changes take effect upon posting on the Platform or upon notice to you (including in‑product notices). Your continued access or use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and, if applicable, close your account. To the extent required by mandatory law, we will provide any required notice periods.

16. Assignment and Change of Control

We may assign or transfer these Terms, the Platform, or any data (including databases and aggregated/anonymous information) in connection with any reorganization, asset sale, merger, or similar transaction. You consent to such transfer.

17. Communications

Notices may be provided via the Platform, email, or posting on our website. You are responsible for keeping contact details up to date.

18. Governing Law and Venue

These Terms are governed by Portuguese law. The courts of Lisbon (Comarca de Lisboa) shall have jurisdiction for any dispute, to the exclusion of any other, without prejudice to mandatory rules.

Optional Arbitration (B2B only). At our discretion, we may require disputes to be referred to institutional arbitration seated in Lisbon, Portugal under the rules of [Arbitration Centre]. If imposed, arbitration shall be confidential, conducted in English or Portuguese, with a single arbitrator, and costs borne as allocated by the tribunal. If this clause conflicts with mandatory law, the courts clause above shall apply.

19. Miscellaneous

19.1 Entire agreement. These Terms constitute the entire agreement.

19.2 Severability. If any provision is invalid, the remainder remains in force.

19.3 No waiver. Failure to enforce a right is not a waiver.

19.4 Force majeure. We are not liable for failures due to events beyond reasonable control.

19.5 Publicity. We may identify you as a customer and use your name/logo unless you opt out in writing.

20. Contact

Ignacio Correia Unipessoal Lda · Rua Quirino Mealha N10 RC D, 8100-231 Loule, Portugal · support@withnodes.com · NIF 517951924

Effective date: [1-10-2025]

Annex A — Data Processing Addendum (DPA)

Roles. (i) For account/platform data, Withnodes is Controller. (ii) For End User Personal Data processed by a Creator’s chatbot, the Creator is Controller and Withnodes is Processor/Sub‑processor.

Subject matter and duration. Provision of the Service for the term of the agreement and subsequent retention in line with legal obligations and legitimate interests (defence of claims, anti‑fraud).

Nature and purpose. Hosting, routing, inference/AI, logging, metrics, security, support, billing, fraud prevention, analytics, and service improvement.

Types of data and data subjects. Identification, contact, transactional, technical (IP, device, logs), conversation content, prompts and responses; data subjects: Users and End Users.

Controller’s instructions. We will process Personal Data only on documented instructions of the Controller and these Terms, unless required by law.

Security. We implement appropriate technical and organisational measures (access controls, encryption in transit and at rest where appropriate, access logs, backups, logical segregation, security testing). You acknowledge no system is 100% secure.

Subprocessors. We may engage Subprocessors; we will maintain an updated list and notify changes, allowing reasonable objection. In case of objection, we may suspend/terminate the Service for the affected User.

International transfers. Where applicable, we will use EU Standard Contractual Clauses and other appropriate safeguards.

Assistance and data subject rights. We will reasonably assist to respond to data subject and supervisory authority requests.

Incident notification. We will notify without undue delay after becoming aware of a Personal Data breach with material impact.

Audits. Upon reasonable notice and without undue disruption, the Controller may request information and third‑party audit reports. On‑site audits require a specific agreement and are at the Controller’s cost.

Return/deletion. Upon termination, we will delete or return Personal Data processed as Processor, unless retention is required by law or justified by legitimate interests.

Annex B — Payments and Commission Policy

B1. Commission and fee structure. Unless otherwise agreed: (i) Standard Commission: as determined by Withnodes from time to time; (ii) Processing fee: as determined by Withnodes from time to time; (iii) FX and cross‑border fees per schedule; (iv) Payout fee: as determined by Withnodes from time to time; (v) Chargeback fee: as determined by Withnodes from time to time.

B2. Changes. Withnodes may set and change Commission and fees at any time, at its sole discretion, effective upon posting in the dashboard/website or otherwise notifying you. Differential pricing and promotional/experimental pricing may apply.

B3. Payouts to be defined or even removed; KYC required; payouts subject to risk reviews.

B4. Reserves and holds. We may apply rolling reserves and holds to cover refund/chargeback risk.

B5. Refunds. We may grant refunds at our discretion or per satisfaction/consumer policy; such amounts will be debited to the Creator.

B6. Taxes. The Creator is responsible for VAT and other taxes. Where required, Withnodes may withhold and report taxes.

Annex C — Content and Conduct Policy

C1. Prohibited: (i) unauthorised third‑party IP; (ii) sensitive personal data without a lawful basis; (iii) harassment, hate, sexual content involving minors, non‑consensual pornography; (iv) malware, phishing, social engineering; (v) activities breaching sanctions/export controls; (vi) automated professional advice without adequate qualifications and disclaimers.

C2. Enforcement: violations may result in removal, blocking, suspension, termination, withholding of payouts, and reporting to authorities.

Annex D — Service Levels (optional)

Define, if applicable, availability metrics, maintenance windows, support response times, and limited service credits as the sole and exclusive remedy.

Acceptance

By using the the Platform, you acknowledge that you have read and understood these Terms and agree to be bound by them.