Public Offer

Agreement on Providing Access to the Mikalab Online Service

Version dated 27.09.2026. Published at mikalab.online/en/offer.

1. General Provisions

1.1. This document is a public proposal (offer) of the individual entrepreneur Kuznetsov Mykhailo Oleksandrovych, taxpayer registration number (RNOKPP) 3045807199

(hereinafter, the "Provider") to conclude an agreement on providing access to the Mikalab online service on the terms set out below (hereinafter, the "Agreement") in accordance with Articles 633 and 641 of the Civil Code of Ukraine.

1.2. Acceptance of the offer is any of the following actions: registration of an account in the Service with a mark of consent to the Agreement, or payment for any plan or top-up pack. From the moment of acceptance, the Agreement is deemed concluded (Article 642 of the Civil Code of Ukraine).

1.3. The Agreement is concluded in electronic form in the manner provided by the Law of Ukraine "On Electronic Commerce" and, in terms of its legal effect, is equivalent to an agreement in written form.

1.4. The Agreement is public: its terms are the same for all users, except for promotional terms openly published by the Provider.

1.5. The following are an integral part of the Agreement: the Refund Policy, the Privacy Policy, the Cookie Policy and the pricing page mikalab.online/#pricing.

1.6. The Service may be used by persons with full legal capacity who are over 18 years of age. If you accept the Agreement on behalf of a company or an individual entrepreneur (FOP), you confirm that you have the right to act on their behalf, and the Agreement is concluded with that company or individual entrepreneur.

2. Terms

• Service — the Mikalab web platform, available at mikalab.online and its subdomains, for audience analysis and the creation of advertising materials using artificial intelligence.
• User — the person who has accepted the Agreement. The User also includes the team members invited by them.
• Account — the User's account in the Service.
• Workspace — the part of the Account in which an individual team user works.
• Product — a card of a product, service or offer on the basis of which the Service performs analysis and generation.
• Avatar (segment) — a description of a group of potential buyers of the Product.
• Sense (angle) — the core idea of an advertising message for a specific Avatar.
• Script and brief — a text description of an advertising creative prepared by the Service.
• Creative — an advertising image created by the Service.
• Input Data — everything the User uploads or enters into the Service: links, briefs, texts, logos, images.
• Results — Avatars, Senses, Scripts, briefs, Creatives and other materials created by the Service at the User's request.
• Plan — a set of features and Limits published on the pricing page (Solo, Pro, Agency or custom).
• Limits — the number of Scripts and briefs, Creatives, Products, users and ad accounts available under the Plan for the billing period.
• Subscription — paid access to the Service under a Plan for a month or a year.
• Top-up Pack — additional Creative generation units purchased in excess of the Limits (Packs S, M, L).
• Trial Period — free introductory access to the Service.

3. Subject of the Agreement

3.1. The Provider grants the User access to the features of the Service under the "software as a service" (SaaS) model to the extent of the selected Plan, and the User pays for access if it is paid.

3.2. Main features of the Service: audience analysis based on a link or brief; generation of Avatars, Senses, Scripts and briefs; creation of Creatives in 1:1, 4:5 and 9:16 formats; export of Creatives to a Meta ad account; reports and optimization tips. The exact set of features depends on the Plan.

3.3. The Provider has the right to develop the Service: change the interface, add and replace features and the AI models used, while preserving the main purpose of the Service.

3.4. The Provider does not provide advertising management services, is not an advertising agency and does not manage the User's advertising campaigns.

4. Registration and Account

4.1. To use the Service, you need to register and provide accurate information. The User is responsible for keeping their email up to date: invoices and notifications are sent to it.

4.2. The User keeps the password secret and is responsible for all actions performed in their Account. Unauthorized access must be reported immediately to support@mikalab.online.

4.3. The Account owner may invite team members within the user Limit of their Plan and is responsible for their actions as for their own. Sharing one login among several people is prohibited.

5. Trial Period

5.1. New users are granted a free Trial Period of 3 (three) days. Bank card details are not required for it, and there is no automatic charge when it ends.

5.2. Trial Period Limits as of the date of this version: 1 user, 1 Product, 2 expanded Avatars without regeneration, 20 Scripts and briefs, 10 Creatives, 1 connected Meta ad account. Current Limits are displayed in the Service.

5.3. The Trial Period is granted once per person or company. The Provider has the right to refuse it or terminate it if there are signs of abuse, for example the registration of several Accounts.

5.4. After the Trial Period ends, access to generation is suspended. The User's data is stored for 30 (thirty) days so that they can purchase a Subscription and continue working, after which it is deleted.

5.5. Promotional terms, such as an extended Trial Period or a discount through a partner link, apply to the extent and within the time frames specified in the promotion.

6. Price and Payment Procedure

6.1. The price, content and Limits of the Plans, as well as the prices of Top-up Packs, are published on the pricing page. A Subscription can be paid monthly or annually; annual payment is subject to the discount specified on the pricing page.

6.2. Prices are stated in US dollars as the equivalent of the price (Part 2 of Article 524, Part 2 of Article 533 of the Civil Code of Ukraine). Residents of Ukraine pay the amount in hryvnia calculated at the official exchange rate of the National Bank of Ukraine on the day of payment. Non-residents of Ukraine pay in US dollars or in another currency supported by the payment provider. Fees and exchange rate differences of the payer's bank are paid by the payer.

6.3. The Provider is a payer of the single tax Group 3 and is not a VAT payer. VAT is not charged on the price.

6.4. Payment is made in advance, in the amount of 100% of the price of the period, through the payment provider [name]. The Provider does not receive or store full bank card details. Payment is deemed made from the moment it is confirmed by the payment provider.

6.5. Automatic renewal. The Subscription renews automatically for the same period (month or year). The price of the next period is charged to the saved payment method on the day it begins, until the User cancels the Subscription. The User gives consent to recurring charges at the first payment. The Provider sends an email reminder about the renewal of an annual Subscription no later than 7 days in advance.

6.6. If a charge fails, the payment provider retries within 7 days. If payment is still not received, access to generation is suspended. The User's data is stored for 30 days, after which it is deleted.

6.7. The Subscription can be cancelled at any time in the Settings → Billing section or by email to support@mikalab.online. Cancellation stops future charges; access remains until the end of the paid period. Periods already paid for are refunded only in the cases provided for by the Refund Policy.

6.8. Changing the Plan. Switching to a more expensive Plan takes effect immediately; the User pays the difference pro rata to the days remaining in the current period. Switching to a cheaper Plan takes effect from the next billing period. If usage exceeds the Limits of the new Plan, the excess Products and users are switched to read-only mode.

6.9. Price changes. The Provider has the right to change prices by notifying via email no later than 14 days in advance. The new price applies from the next billing period; the price of an already paid period does not change. If the User does not agree, they may cancel the Subscription before the renewal date.

6.10. After each payment, the User receives an email payment confirmation with the information from Section 19 and a fiscal receipt, if issuing one is mandatory.

6.11. Promo codes and discounts cannot be combined unless the terms of the promotion state otherwise.

7. Limits and Top-up Packs

7.1. The Limits on Scripts, briefs and Creatives are renewed at the beginning of each billing month. With an annual Subscription, Limits are renewed monthly on the day corresponding to the payment date. Unused Limits do not carry over to the next month.

7.2. Top-up Packs are purchased with an active Subscription. Their units are used after the monthly Limit is exhausted and are valid for from 1 to 12 months depending on the paid period from the date of purchase. If the Subscription is not active, Pack units are unavailable until it is renewed; their validity period is not extended in this case.

7.3. A generation unit is deducted for each Creative created, including regeneration. The deduction rules for a specific operation are shown in the interface before it is launched.

7.4. To protect the Service from abuse, the Provider has the right to introduce technical restrictions on request frequency and automated use.

8. Referral Program

8.1. The User may invite new users via their referral link from the Account.

8.2. The invited user receives a 20% discount on the first payment. The inviting user receives a bonus equivalent to $20 to the Account balance for each invited user who has paid for a Subscription, provided that their Subscription is still active 30 days after payment.

8.3. An invitation counts if the invited user registered within 60 days after following the link. The number of bonuses is unlimited.

8.4. The bonus cannot be withdrawn as cash. It is credited toward the User's future payments and expires 12 months after it is accrued.

8.5. You may not invite yourself, your other Accounts or employees of your company. The bonus is cancelled if the invited user's payment is refunded or if there are signs of manipulation.

8.6. The partner program for companies with their own audience operates on separate terms.

9. Rights and Obligations of the Parties

9.1. The Provider undertakes to:

• provide access to the Service around the clock, except for scheduled maintenance and outages; notify of scheduled maintenance in advance and, where possible, carry it out during low-load hours;
• provide support to the extent of the Plan: email, priority email or chat with onboarding;
• protect the User's data in accordance with the Privacy Policy;
• notify of changes to the Agreement and prices in the manner established by the Agreement.

9.2. The Provider has the right to:

• suspend access in case of breach of the Agreement in the manner set out in Section 15;
• engage contractors, including providers of hosting, payments and AI models;
• request from the User information necessary for performing the Agreement and verifying payments.

9.3. The User undertakes to:

• comply with the Agreement, the rules of Section 10 and the law;
• upload only Input Data that they have the right to use;
• review the Results before publishing them in advertising;
• comply with the advertising policies and terms of use of Meta and other platforms where they place the Results.

9.4. The User has the right to use the Service within the Plan, cancel the Subscription at any time, download their Results and request the deletion of their data.

10. Acceptable Use

It is prohibited to use the Service for:

• advertising that violates the law or the rules of advertising platforms, including misleading or discriminatory advertising and advertising of prohibited goods and services;
• creating images of real people without their consent, impersonating another person or brand without authorization;
• fraud, phishing, distribution of malicious code;
• sexual content involving minors, violence, incitement of hatred;
• publishing advertising with obscene, offensive or vulgar language, as well as materials that violate Meta's Advertising Standards or may lead to Meta sanctions against the Mikalab app;
• circumventing the Limits, including through multiple Accounts or Trial Periods;
• decompiling, copying or scraping the Service and creating a competing product based on it;
• reselling or transferring access to third parties. Agencies and freelancers may use the Service to work for their clients within the Plan.

The Provider has the right to refuse access in cases provided for by the sanctions legislation of Ukraine.

11. Intellectual Property

11.1. The Service, its software code, prompts, methodology, design and the Mikalab name belong to the Provider. The User receives a non-exclusive right to use the Service for the term of the Agreement within the Plan.

11.2. Input Data remains the property of the User. The User grants the Provider a non-exclusive right to process it solely for providing services under the Agreement.

11.3. Rights to the Results. All economic rights to the Results that may arise for the Provider, including the sui generis right to non-original objects generated by a computer program, pass to the User from the moment the Results are created, without additional payment. The User may use the Results for commercial purposes on any platforms and in any territories, including after the Subscription ends.

11.4. The Provider does not guarantee the uniqueness of the Results: other users may receive similar materials. If the User specified third-party brands, characters or images in a request, the User is solely responsible for the rights to use them.

11.5. The Provider does not display the User's Input Data and Results publicly, including in a portfolio, without the User's consent. The Provider has the right to use anonymized aggregated data on the use of the Service to improve it.

12. Artificial Intelligence and Results

12.1. Results are created by artificial intelligence models, including those of third-party providers. They may contain inaccuracies, invented facts and errors in the text on images.

12.2. Audience analysis consists of hypotheses based on open data, not marketing research. Sense scores are a forecast, not a guarantee of results.

12.3. Before launching advertising, the User checks the facts, promises, prices and compliance of the Results with the law and platform rules on their own, especially in sensitive niches: health, finance, education, real estate.

13. Integration with Meta

13.1. A Meta ad account is connected through the official Meta API after the User's authorization. The Provider does not receive the Facebook password.

13.2. The User connects only those ad accounts in which they have the appropriate rights. Actions in the ad account are performed at the User's command.

13.3. The integration can be disconnected in the Service settings or in Meta's business integrations settings. After disconnection, the Provider deletes the access token.

13.4. The User pays the advertising budget directly to Meta. The Provider is not responsible for Meta's decisions: ad review, restrictions and bans of accounts, changes to the API and policies.

13.5. Responsibility for the content of creatives. The User is solely and fully responsible for the content of Creatives, Scripts and any texts that they create, edit, export or publish using the Service, including wording, images, promises, claims about results, the use of obscene, offensive or vulgar language, as well as for the compliance of advertising with Meta Advertising Standards, Meta's Terms of Use and the law. The Service is a tool; the decision to publish each material is made by the User.

13.6. The Provider is not responsible for the rejection of ads, or for the restriction, blocking or disabling of the User's ad accounts, pages, business portfolios and profiles, if they are caused by the content of materials published by the User, including those created using the Service. Such cases are not grounds for a refund.

13.7. If the User's actions have led or may lead to Meta sanctions against the Mikalab app or business account (restriction of API access, warning, ban), the Provider has the right to immediately disconnect the User's integration with Meta and suspend their access to the Service in the manner set out in clause 15.2. The User compensates the Provider for losses arising from such sanctions in accordance with clause 14.5.

14. Liability

14.1. The Service is provided "as is". The Provider does not guarantee specific advertising results (CPA, ROAS, CTR, sales), approval of ads by review, or complete uninterrupted operation of the Service.

14.2. The Provider is not liable for lost profits, indirect damages, decisions made by the User based on the Results, or the consequences of placing the Results in advertising.

14.3. The Provider's total liability under the Agreement is limited to the amount the User paid for the last 3 months before the event that gave rise to the claim.

14.4. The limitations of this section apply to the extent permitted by law and do not reduce consumer rights that cannot be limited by contract.

14.5. The User compensates the Provider for losses from third-party claims arising from the User's Input Data or the advertising they placed.

14.6. Force majeure. The parties are released from liability for failure to perform their obligations due to force majeure circumstances, including hostilities, power and communication outages, cyberattacks, failures of infrastructure providers and decisions of state authorities. The Provider compensates for the time the Service was unavailable for such reasons by extending the Subscription.

15. Suspension and Termination

15.1. The User may cancel the Subscription at any time (clause 6.7) or delete the Account in the settings or by request to support@mikalab.online.

15.2. In case of breach of the Agreement, the Provider may suspend access after notifying the User of the breach and giving a reasonable time to remedy it. In case of fraud, unlawful content or a threat to the security of the Service, access is suspended immediately. Amounts paid are not refunded in these cases.

15.3. If the Provider discontinues the Service, it gives notice no later than 30 days in advance and refunds the price of the unused part of the paid period pro rata.

15.4. After termination of the Agreement, the User's data is stored for 30 days for download, after which it is deleted, except for information that the Provider is required to keep by law (for example, payment documents).

16. Amendments to the Agreement

16.1. The Provider has the right to amend the Agreement by publishing a new version on the website with its effective date.

16.2. The Provider notifies of material changes via email no later than 14 days in advance. If the User continues to use the Service after the changes take effect, they accept the new version. If the User does not agree, they may cancel the Subscription before that date.

16.3. Changes that worsen the terms do not apply to an already paid period.

17. Claims and Disputes

17.1. Claims are sent to support@mikalab.online. The Provider responds within 14 calendar days.

17.2. The Agreement is governed by the laws of Ukraine.

17.3. Disputes are resolved through negotiations and, if no agreement is reached, in court at the Provider's place of registration, except where the law gives the consumer the right to choose the court.

18. Other Terms

18.1. The Agreement is published in Ukrainian, English and Russian. In case of discrepancies between the texts, the Ukrainian version prevails.

18.2. The parties exchange notices via the email specified in the Account and through the Service interface. Such notices have the force of written notices.

18.3. If any provision of the Agreement is held invalid, the remaining provisions continue in effect.

18.4. The User may not transfer rights under the Agreement to third parties without the Provider's consent.

19. Provider Details

• Individual entrepreneur (FOP) Kuznetsov Mykhailo Oleksandrovych
• Taxpayer registration number (RNOKPP): 3045807199
• Single tax payer Group 3, not a VAT payer
• Email: support@mikalab.online
• Website: mikalab.online
• IBAN UA483052990000026008025014883 at JSC CB "PRIVATBANK"