Terms of Service

These Terms, together with any order form, statement of work or subscription you agree with us ("Order"), our Privacy Policy and, where applicable, our Data Processing Addendum ("DPA"), form the entire agreement (the "Agreement"). If an Order conflicts with these Terms, the Order controls for that Order only. If you accept on behalf of an organisation, you confirm you have authority to bind it.

The Services are provided to businesses for commercial purposes and are not intended for consumers. You confirm you are using them in the course of a trade, business or profession. Consumer-protection laws that apply only to consumers therefore do not apply, to the extent the law allows.

Qooly is the Product Intelligence Platform: a commerce data platform and set of AI agents that import, enrich, govern, price, schedule and distribute product data across sales channels. The "Services" include the Qooly web application, APIs, AI agents, connectors, documentation and related support. We may improve and change the Services over time; we will not materially reduce the core functionality of a paid subscription during its current term.

• Provide accurate, current and complete account information
• Keep login credentials and API keys confidential, and use multi-factor authentication where offered
• Make sure your users comply with these Terms; you are responsible for their activity
• Tell us promptly at legal@qooly.ai if you suspect unauthorised access

Access to the Services is currently provided on an invite-only early-access basis, and some features may be labelled beta, preview or early access. These are provided "as is", may change or be withdrawn, and are excluded from any service-level commitment. Paid plans and general-availability terms will be set out in your Order.

• Fees are set out in your Order and are billed in advance, monthly or annually, unless the Order says otherwise
• Invoices are due within 30 days of the invoice date unless the Order says otherwise
• Fees are non-refundable except where these Terms, your Order or applicable law say otherwise
• We may change pricing for renewal terms with at least 30 days' notice
• Fees exclude taxes such as sales tax, VAT and GST; you are responsible for them, other than taxes on our income
• We may suspend the Services for undisputed amounts more than 30 days overdue, after giving you notice

"Customer Data" means the product data, catalog content, images, prices, inventory and other materials you or your systems submit to the Services. You own your Customer Data. You grant Qooly a worldwide, limited, non-exclusive licence to host, copy, process, transmit and display it only to provide, secure and support the Services for you and as you instruct (for example, publishing to a channel you connect).

We do not sell Customer Data and do not use it to train AI models made available to other customers. We may use aggregated, de-identified usage information that does not identify you or any individual to operate and improve the Services.

You are responsible for the accuracy, quality and legality of Customer Data and for having the rights and permissions needed to submit it.

Where Qooly processes personal data within Customer Data on your behalf, it does so as your processor (GDPR / UK GDPR) and service provider (CCPA), under our DPA, which incorporates the EU Standard Contractual Clauses and UK Addendum where required. You can request the DPA at privacy@qooly.ai. Our Privacy Policy describes how we handle personal data as a controller.

The Services use artificial intelligence to generate and transform content such as product descriptions, attributes, translations, classifications and price recommendations ("Output"). As between the parties, you own the Output generated from your Customer Data.

• Output is generated probabilistically and may be inaccurate, incomplete or not unique; review it before relying on it, especially where approval rules allow automatic publishing
• You are responsible for how you use Output, including compliance with marketplace policies, advertising, consumer-protection and product-labelling laws
• Do not use the Services for any purpose the EU AI Act prohibits, or as a high-risk AI system, without our prior written agreement
• Where you present AI-generated content to the public, you are responsible for any disclosure the law requires

You will not, and will not allow anyone to:

• Break any law or regulation, or infringe or misappropriate anyone's rights
• Upload malicious code, or content that is unlawful, deceptive, defamatory or harmful
• Probe, scan or test the vulnerability of the Services, or bypass security or usage limits
• Access the Services to build a competing product, or copy their features or interface
• Reverse engineer or decompile the Services, except where the law expressly allows it
• Resell, sublicense or provide the Services to third parties except as your Order allows
• Scrape or systematically extract data from the Services other than through our documented APIs
• Use the Services to send unsolicited communications or to process special-category data without our written agreement

The Services connect to third-party marketplaces, storefronts, ERPs and other services (for example Amazon or Shopify). Your use of them is governed by their own terms, and you are responsible for having the accounts and permissions needed. We are not responsible for third-party services, their availability, or changes they make to their APIs or policies, though we will work reasonably to keep our connectors up to date.

Qooly and its licensors own the Services, including software, models, designs, documentation and trademarks. Subject to the Agreement, we grant you a non-exclusive, non-transferable right to use the Services during your subscription for your internal business purposes. All rights not expressly granted are reserved.

If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Each party will protect the other's non-public business, technical and financial information ("Confidential Information") with at least reasonable care, use it only to perform the Agreement, and share it only with people who need to know it and are bound by similar obligations. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. A party may disclose Confidential Information when legally required, after giving notice where allowed.

We aim to make the Services available 99.9% of the time, excluding scheduled maintenance and events outside our reasonable control. Any service-level credits and support terms are set out in your Order.

We may suspend access, in whole or in part, if reasonably necessary to prevent harm to the Services or others, to comply with law, or because of a material breach of these Terms. We will give notice where practical, limit the suspension to what is necessary, and restore access once the issue is resolved.

• The Agreement runs for as long as you have an active subscription or Order
• Either party may terminate for material breach not cured within 30 days of written notice
• You may end a monthly subscription at any time, effective at the end of the current billing period; annual terms end at the end of the term unless your Order says otherwise
• To switch to another provider or to your own systems, you may terminate on up to two months' notice; we will help you export your data and digital assets in a structured, commonly used, machine-readable format during a transition period of at least 30 days, consistent with the EU Data Act
• After termination we keep Customer Data available for export for 30 days, then delete it, unless the law requires us to keep it

Sections that by their nature should survive termination (including fees owed, confidentiality, disclaimers, limitation of liability, indemnification and governing law) survive.

Each party warrants that it has the authority to enter into the Agreement. We warrant that we will provide the Services with reasonable skill and care and in line with the documentation.

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, QOOLY AI INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO QOOLY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your payment obligations, a party's indemnification obligations, breach of section 10, or liability that cannot be limited by law (such as for fraud, gross negligence or wilful misconduct).

By Qooly: we will defend you against third-party claims that the Services, as provided by us, infringe that party's intellectual property rights, and pay resulting damages awarded or settlements we agree. This does not cover claims arising from Customer Data, Output you modify, combinations with items we did not provide, or use in breach of the Agreement.

By you: you will defend Qooly against third-party claims arising from your Customer Data, your use of Output, or your breach of section 10, and pay resulting damages awarded or settlements you agree.

The indemnified party must notify the other promptly, give it control of the defence, and cooperate reasonably.

You will comply with U.S., EU, UK and other applicable export-control and sanctions laws. You confirm that you are not located in, or owned or controlled by anyone in, a comprehensively sanctioned country or region, and are not on a restricted-party list, and you will not let anyone who is use the Services.

The Agreement is governed by the laws of the State of New York, United States, without regard to conflict-of-law rules, and the U.N. Convention on Contracts for the International Sale of Goods does not apply. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York. Before starting proceedings, the parties will try in good faith for 30 days to resolve the dispute through senior representatives. Either party may seek urgent injunctive relief in any competent court. Nothing in this section removes rights you have under mandatory law where you are established.

• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Assignment: neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets.
• Independent contractors: the parties are independent; nothing creates a partnership, agency or employment relationship.
• Notices: legal notices to Qooly go to legal@qooly.ai; we send notices to the account owner's email address.
• Severability and waiver: if any provision is unenforceable the rest remains in effect; a failure to enforce is not a waiver.
• Publicity: we will not use your name or logo as a customer reference without your permission.
• U.S. government users: the Services are commercial computer software and documentation provided with only the rights granted in these Terms.

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the platform. Changes apply from the start of your next renewal term unless you agree to them earlier; if you object, you may choose not to renew. Changes required by law may take effect sooner.

For questions about these Terms or to send a legal notice: