Brand participation agreement with Svoista

1. Parties and definitions

1.1. Svoista OÜ, Estonian business registry code 17575762, registered address: Tornimäe tn 5, Kesklinna linnaosa, 10145 Tallinn, Estonia ("Svoista").

1.2. The legal entity or sole proprietor that owns the brand or is entitled to dispose of it, on whose behalf an authorised person signs this agreement in the Portal (the "Brand").

1.3. The person signing this agreement confirms that they are authorised to conclude it on behalf of the Brand.

1.4. In this agreement:

• "App" means the Svoista mobile application for iOS and Android;
• "Portal" means the Svoista brand web portal through which the Brand manages its data;
• "Catalogue" means the information about the Brand's products listed in clause 3.1;
• "Look" means an image of a user wearing products, generated with artificial intelligence at that user's request.

2. Subject of the agreement

2.1. The App selects clothing brands' products for users according to their preferences and provides a virtual try-on feature. Svoista does not sell products: to buy, the user goes to the Brand's website and concludes the purchase contract with the Brand on the Brand's terms.

2.2. This agreement sets out which Brand materials Svoista uses and how, how the Portal works, the financial terms and how participation ends.

3. Brand materials

3.1. The Catalogue, which Svoista obtains from the Brand's website or from a product feed provided by the Brand (a structured file with product data): names, descriptions, prices and currency, sizes, availability, product photographs and links to product pages, and the text of the website's page about the brand.

3.2. The Catalogue is updated automatically: in full twice a week, and daily where a product feed is available. Every night Svoista checks that product pages are reachable and that prices are current.

3.3. Materials the Brand adds or changes in the Portal: the brand description and cover, products and their photographs, collections, photographs for the brand card.

3.4. The Brand's name, trade marks and other designations.

4. Permission to use

4.1. The Brand grants Svoista a non-exclusive, royalty-free permission, for the term of this agreement, to use the materials in section 3 in the App in every country where it is available, namely to:

• store copies of photographs on Svoista's servers, make reduced copies, change their format and adapt them to the App's display formats;
• display the Brand and its products in the App's sections, including "Yours", "Search" (with search by photo) and "Wishlist", in the "Similar" list of similar products, on the brand page and card, and during the initial set-up of a user's profile;
• determine with artificial intelligence the products' characteristics (type, colour, cut, material, style and the like) and the Brand's style in order to select products for users, and choose the photograph for a product card;
• structure, shorten and translate descriptions into the App's languages while preserving the Brand's meaning and wording. Where a check finds a change of meaning, the Brand's original text is displayed;
• create Looks with the Brand's products. A Look is available only to the user who created it; it is kept on Svoista's servers for 30 days, and the user's device keeps the last 30 Looks;
• allow a user to save a Look or a collage of a Look (the Look together with its products, brands and prices) and share it for personal, non-commercial purposes. Every Look carries an "AI" label;
• prepare news about the Brand, for example about new products. News is published by Svoista after review; nothing is published automatically;
• mention the Brand and its products in notifications to App users.

4.2. Svoista may name the Brand on svoista.com in the list of brands available in the App.

4.3. In promotional images and videos about Svoista (on the App's pages in the App Store and Google Play, on svoista.com, on social media and in Svoista's advertising), Svoista may use screenshots and screen recordings of the App showing the Brand's products, name and prices as the App displays them.

4.4. Svoista does not sell the Brand's materials or pass them to third parties other than providers that process them on Svoista's behalf: hosting and artificial intelligence models by Google, Anthropic and OpenAI (listed at svoista.com/en/legal/sub-processors). Svoista does not use the Brand's materials to train artificial intelligence models, and under their terms for business customers neither do these providers.

4.5. All rights in the materials remain with the Brand.

5. Brand warranties

5.1. The Brand warrants that it holds the rights to the photographs, texts and designations Svoista obtains from its website or product feed or that the Brand adds in the Portal, and is able to grant the permission in section 4.

5.2. The Brand warrants that the people shown in its photographs have consented to such use of their image.

5.3. The Brand warrants that the information on products, prices and availability on its website is accurate and that the products comply with the law.

5.4. If a third party brings a claim against Svoista because a warranty in this section proves untrue, the Brand shall assist in settling it and reimburse Svoista's documented costs relating to it.

6. Display of products

6.1. Svoista decides which products to display and may decline to display products that do not meet the Catalogue rules, have poor-quality photographs or inaccurate data. A product that is out of stock is shown as sold.

6.2. The order of products in the "Yours" and "Search" sections and in the "Similar" list is determined by how close a product is to the user's preferences. Payment, commission or advertising do not affect it (svoista.com/en/legal/ranking).

6.3. Svoista does not guarantee any number of views, visits or sales.

7. Portal

7.1. Portal users are those invited by the Brand or, at the Brand's request, by Svoista. The invitation is sent to the user's email address, and the user signs in through the link in that email.

7.2. Changes the Brand makes in the Portal are published in the App without prior review. Svoista reviews them and may reverse a change that breaches the Catalogue rules. Product information changed in the Portal is no longer updated from the Brand's website.

7.3. The Brand may hide any of its products.

7.4. In the Portal the Brand receives statistics on views, saves, try-ons and visits to its website, and on purchases after visits reported by an affiliate network. Statistics are aggregated and contain no data about individual users.

8. Financial terms

8.1. Participation in Svoista is currently free of charge. Svoista will notify the Brand at least 30 days before introducing any participation fee, and a fee applies only after the Brand's separate consent.

8.2. Every visit from the App to the Brand's website carries a random visit code that contains no user data. Where the Brand takes part in an affiliate programme through an affiliate network (currently Awin), Svoista receives a commission on purchases after a visit on that network's terms. Outside an affiliate network Svoista charges no sales commission.

8.3. Paid advertising of the Brand in the App, including banners labelled "ad", is placed under a separate arrangement.

9. Personal data

9.1. Svoista does not pass personal data of App users to the Brand.

9.2. Svoista processes the personal data of Portal users (email, name, position, change log, the record of signing this agreement with the IP address) under its Privacy policy (svoista.com/en/legal/privacy).

10. Complaints

10.1. Svoista handles complaints about content, including infringement of intellectual property rights, under svoista.com/en/legal/takedown. If the Brand's materials are removed, Svoista informs the Brand of the reasons.

11. Term and termination

11.1. This agreement is concluded for an indefinite term from the moment it is signed.

11.2. The Brand may end its participation at any time: in the Portal (withdrawal of consent by the Portal owner) or by email to legal@svoista.com.

11.3. When participation ends, Svoista immediately stops updating the Catalogue and removes the Brand and its products from the App and from svoista.com. Users who saved the Brand's products see them as unavailable.

11.4. Svoista deletes copies of the Brand's photographs from its servers within 30 days of a request by an authorised person of the Brand to support@svoista.com.

11.5. Looks created by users before participation ended stay with them until the period in clause 4.1 expires. Svoista cannot recall Looks that users have already shared.

11.6. Svoista may end the Brand's participation by notifying the Brand if the Brand breaches this agreement or the law, or if the App ceases operation.

12. Liability

12.1. The App is provided "as is". Svoista is not liable for interruptions in the App's operation or for inaccurate results of artificial intelligence, but corrects errors it becomes aware of.

12.2. Looks are created by generative artificial intelligence and may inaccurately reproduce a product's construction, cut, fit, colour, texture, details and size. A Look is not a photograph of the product, and the App tells users so (svoista.com/en/legal/ai). Svoista is not liable for such discrepancies.

12.3. Svoista is not liable for the Brand's products, their delivery or returns.

12.4. While participation is free of charge, neither party is liable to the other for lost profits. This limitation does not apply to intentional breaches or to the warranties in section 5.

13. Amendments

13.1. Svoista publishes a new edition of this agreement in the Portal and sends it to the email addresses of Portal users at least 30 days before offering it for signature.

13.2. A new edition takes effect for the Brand when it is signed in the Portal. Until then the last signed edition applies.

14. Governing law and disputes

14.1. This agreement is governed by the law of the Republic of Estonia. The parties resolve disputes by negotiation and, failing agreement, in Harju County Court (Harju Maakohus).

15. Conclusion of the agreement

15.1. This agreement is concluded electronically and signed with a one-time identifier: an authorised person of the Brand signs in to the Portal through the link in their email, states their name and position, confirms their authority and enters a one-time code that Svoista sends to their email address.

15.2. Svoista keeps a record of the signature: the edition of the agreement, the signer's name and position, the email address the code was sent to, the code itself, the IP address, date and time. The Brand can download a copy of the agreement with these details from the Portal as a PDF.

15.3. If the Brand earlier gave consent to participate in another written form, that consent remains in force until this agreement is signed; from signature the parties' relationship is governed by this agreement.

Contacts: legal@svoista.com, support@svoista.com.