Terms of Service

1. The Services

YourLio AI provides AI-powered tools for Shopify D2C brands, including:

• AI Sales and Support Agent deployed as a web chat widget on your Shopify storefront
• WhatsApp commerce and support automation flows
• Instagram comment-to-DM and DM automation
• Omnichannel CRM across WhatsApp, website, Instagram, Gmail, and Facebook
• AI Marketing Platform covering email, WhatsApp, and SMS campaigns
• Unlimited segmentation, automations, templates, and customer journeys
• Attribution and reporting dashboard with weekly and monthly summaries

The specific channels enabled and any custom scope are confirmed in the signed Statement of Work (SOW) or Order Form.

2. Who Can Use YourLio AI

You must be a registered business entity to use YourLio AI as a client. By accepting these terms, you confirm that:

• You are authorized to enter into a binding agreement on behalf of your business
• Your business operates a Shopify D2C store or qualifies for the agreed service scope
• You will provide accurate information during onboarding and throughout the engagement

YourLio AI reserves the right to refuse service to any entity that does not meet these conditions or that violates these terms.

3. Onboarding and Client Responsibilities

To activate services, you agree to:

• Provide Shopify admin or API access as required for platform integration
• Share accurate brand policies covering shipping, returns, refunds, and cancellations
• Provide product catalog, pricing, and any content needed to configure the AI
• Nominate a single point of contact for approvals, reviews, and communication
• Notify YourLio AI of upcoming promotions, product launches, and policy changes

YourLio AI's standard onboarding takes 7 to 14 days after all required access is provided. Delays caused by late or incomplete information from the client are not counted against this timeline.

You are responsible for the accuracy of the information you provide. YourLio AI is not liable for AI outputs that reflect incorrect or outdated data supplied by the client.

4. Acceptable Use

You agree to use YourLio AI services only for lawful business purposes. You must not:

• Use the platform to send spam, unsolicited messages, or misleading communications
• Attempt to reverse engineer, decompile, or extract the underlying AI models or code
• Use the platform to collect or process data in violation of applicable privacy laws
• Resell, sublicense, or transfer access to the platform without written consent from YourLio AI
• Use the platform in any way that violates Meta, WhatsApp, or Shopify platform policies

Violation of acceptable use terms may result in immediate suspension or termination of services without refund.

5. Fees and Billing

Default billing via Shopify

The default payment method is Shopify Billing. By activating YourLio AI through Shopify, you authorize us to charge fees through Shopify's application billing system.

Alternative payment

If Shopify Billing is not used, invoices are issued externally and due within 7 calendar days from invoice date. Payment is by bank transfer.

Late payment

If a Shopify charge fails or an invoice is unpaid, YourLio AI will notify you in writing. If payment is not resolved within a reasonable time, YourLio AI may suspend services until payment is received.

Taxes

All fees are exclusive of applicable taxes. YourLio AI's GST registration is currently in process. GST will be charged in accordance with law once the GSTIN is allotted and shared with you.

6. Term and Termination

These terms remain in effect from your activation date until terminated by either party.

• Either party may terminate for convenience by giving 30 days written notice, unless the SOW specifies an initial lock-in period
• Either party may terminate for material breach not cured within 15 days of written notice
• YourLio AI may terminate immediately for violation of acceptable use terms or non-payment after notice

On termination, all undisputed fees accrued up to the termination date remain payable. YourLio AI will return or destroy your data within 30 days of a written request after termination.

7. Intellectual Property

YourLio AI retains all rights to its platform, software, AI models, prompts, workflows, and any improvements made during the engagement.

You retain all rights to your brand content, product data, trademarks, and customer data. Nothing in these terms transfers ownership of your content to YourLio AI.

During the term, YourLio AI grants you a non-exclusive, non-transferable right to use the platform for your internal business operations, subject to payment of fees and compliance with these terms.

8. Confidentiality

Both parties agree to keep each other's confidential information strictly confidential. This includes business plans, technical data, customer data, pricing, and any information marked as confidential or that a reasonable person would treat as confidential.

Confidentiality obligations survive termination and continue for a minimum of 3 years from the date of disclosure, or for as long as the information remains non-public.

If either party is required to disclose confidential information by law or court order, they must give prompt written notice to the other party (where legally permitted) and disclose only the minimum required.

All rights, title, and interest in client data and any outputs, reports, or analytics generated using client data vest exclusively in the client. YourLio AI will not use client data for any third-party benefit or to train external models without prior written consent.

9. Service Levels

YourLio AI commits to industry-standard uptime and incident response targets as outlined in the signed SOW or SLA document.

SLA exclusions

• Outages caused by Shopify, Meta, WhatsApp, or other third-party platforms
• Issues arising from incorrect policies or content provided by the client
• Delays caused by late access provisioning or approvals from the client side
• Force majeure events outside YourLio AI's reasonable control

10. Warranties and Disclaimers

YourLio AI will perform services in a professional and workmanlike manner consistent with industry standards.

Except as expressly stated, the services are provided on an as-is basis. YourLio AI makes no warranties regarding merchantability, fitness for a particular purpose, or non-infringement.

AI outputs are probabilistic. They are generated based on the information and configurations provided. Clients must review and validate any business-critical outputs before acting on them. YourLio AI is not liable for decisions made based on AI outputs without independent client verification.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages. This includes loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

Each party's total aggregate liability under these terms is limited to the total fees paid by the client to YourLio AI in the 3 calendar months immediately before the event giving rise to the claim.

Nothing in these terms limits liability for fraud, gross negligence, or death or personal injury caused by negligence.

12. Governing Law and Jurisdiction

These terms are governed by the laws of India. Courts at Bengaluru, Karnataka, India will have exclusive jurisdiction over any disputes arising from or connected with these terms.

Where a dispute arises, the parties agree to attempt resolution through good-faith discussion before initiating formal proceedings.

13. General

• Entire agreement: These terms, together with the signed MSA, NDA, SOW, and any executed Order Forms, constitute the full agreement between the parties.
• Amendments: YourLio AI may update these terms by providing 30 days written notice. Continued use after that date constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these terms without YourLio AI's prior written consent. YourLio AI may assign its rights in connection with a merger, acquisition, or sale of assets.
• Notices: All formal notices under these terms must be in writing and sent to priyansh@helioai.tech for YourLio AI, and to the billing email confirmed at onboarding for the client.

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