Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between you and Solaxis AI LLC and govern your access to and use of the Service. Please read them carefully. By creating an Account, accessing, or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

These Terms govern your access to and use of the Solaxis AI platform, including our website at solaxis.ai, the hosted dashboard, our application programming interfaces (APIs), and all related software, tools, and services (collectively, the "Service"), operated by Solaxis AI LLC, a California limited liability company with a principal office at 254 Howes Dr, Los Gatos, CA 95032 ("Solaxis AI," "we," "us," or "our").

By accessing or using the Service, creating an Account, clicking "I agree" or a similar affirmation in any signup or checkout flow, or installing the Service from a third-party marketplace, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity. If you do not have such authority, you may not accept these Terms or use the Service.

2. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

• "Service" means the Solaxis AI platform and all related software, dashboards, APIs, tools, and services described in Section 3.
• "Solaxis AI," "we," "us," or "our" means Solaxis AI LLC, a California limited liability company.
• "you" or "Customer" means the individual or entity that has agreed to these Terms and uses the Service.
• "Account" means the registered account through which you access and use the Service, including its associated subscription, settings, and connected platforms.
• "Merchant Data" means the data, content, and materials that you upload to the Service or that we access through platforms you connect, including ecommerce catalog and order data, brand assets, configuration, and analytics.
• "End-User Data" means personal data of your own customers, contacts, or audience that we process on your behalf in the course of providing the Service.
• "AI Output" means content, drafts, recommendations, audits, briefings, and other materials generated for you by the Service's artificial-intelligence features.
• "Connected Platform" means a third-party commerce, marketing, advertising, or analytics service that you authorize Solaxis AI to access on your behalf.

3. The Service

3.1 Description

Solaxis AI is a multi-tenant software-as-a-service platform that helps ecommerce merchants and brands run AI-assisted commerce and marketing operations. The Service's features include store and listing audits, content generation, creator and influencer outreach, conversion-rate optimization, media and video production, and daily operational briefings, performed across Connected Platforms including commerce, advertising, social, and analytics services.

3.2 Account Types

Solaxis AI supports three account types, and the features available to you depend on your account type and subscription tier:

• Commerce — for ecommerce merchants operating one or more online stores;
• Brand — for non-commerce brands, creators, and publishers focused on content and audience growth; and
• Agency — for parties managing multiple client organizations under a single Account.

The Service is provided on a subscription basis. We may add, modify, deprecate, or remove features and functionality from time to time. We will provide reasonable advance notice of any change that materially and adversely reduces the core functionality of the Service for your subscription tier.

3.3 Beta and Early-Access Features

We may offer features identified as beta, preview, early access, or experimental ("Beta Features"). Beta Features are provided "AS IS" for evaluation, may be changed or discontinued at any time, may contain defects, and are not covered by any service commitment. Your use of Beta Features is at your sole discretion and risk.

4. Eligibility & Account Registration

4.1 Eligibility

You must be at least 18 years old and legally able to enter into binding contracts to register for and use the Service. The Service is not directed to, and may not be used by, individuals under 18.

4.2 Account Information

You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for all activity that occurs under your Account.

4.3 Credential Security

You are responsible for safeguarding your Account credentials, including any access tokens used to connect third-party platforms, and for any actions taken using them. You agree to notify us promptly at admin@solaxis.ai of any unauthorized access to or use of your Account. We are not liable for any loss or damage arising from your failure to maintain the security of your credentials.

5. Subscriptions, Fees & Payment

5.1 Subscription Plans

The Service is offered under monthly or annual subscription plans. Current plans, features, and pricing are published on solaxis.ai and may be updated from time to time. The plan you select, together with your account type and subscription tier, determines the features and usage limits available to you.

5.2 Dual Billing

Depending on how you signed up, your subscription is billed through one of two payment rails:

• Direct signup (Stripe). If you sign up directly at solaxis.ai, your subscription is billed on a per-Account basis through Stripe, Inc., our payment processor.
• Shopify App Store (Shopify Billing). If your installation originates from the Shopify App Store, your subscription is billed on a per-store basis through the Shopify Billing / App Pricing API, and the applicable Shopify terms also govern that billing relationship.

Stripe and Shopify act as the payment processors. Solaxis AI does not collect or store full payment card numbers. Your use of these processors is subject to their respective terms and privacy policies.

5.3 Free Trials

We may offer a free trial or other promotional access for a limited period. Unless you cancel before the trial ends, the subscription will convert to a paid plan and your payment method will be charged the applicable fee. We reserve the right to modify or discontinue trials at any time.

5.4 Auto-Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) unless cancelled before the next renewal date. By subscribing, you authorize us and our payment processors to charge your payment method on file for each renewal at the then-current price.

5.5 Price Changes

We may change subscription pricing from time to time. Price changes will not apply retroactively to the current billing period. We will provide reasonable advance notice of a price increase, and the new price will apply at your next renewal. Your continued use of the Service after a price change takes effect constitutes acceptance of the new price; if you do not agree, you may cancel before the change takes effect.

5.6 Cancellation and Refunds

You may cancel your subscription at any time from the dashboard (or, for Shopify-billed subscriptions, by uninstalling the application from your Shopify admin). Cancellation takes effect at the end of the then-current billing period, and you will retain access to the Service until then. Except where required by applicable law, all fees are non-refundable, and we do not provide refunds or credits for partial subscription periods, unused features, or downgrades.

5.7 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, withholding, and other similar taxes and duties associated with your subscription, except for taxes based on our net income. If we are required to collect or remit such taxes, we may add them to your invoice.

5.8 Late or Failed Payments

If a payment fails or an Account becomes past due, we may suspend or restrict access to the Service until payment is received, in addition to any other remedies available to us.

6. Acceptable Use

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms by reference. Among other things, the Acceptable Use Policy addresses prohibited content and conduct, compliance with advertising and platform policies, and the responsibilities that apply to regulated or age-restricted verticals. You are solely responsible for ensuring that your use of the Service and any content you publish through it comply with all applicable laws, platform policies, and advertising regulations. Violations of the Acceptable Use Policy may result in suspension or termination of your Account under Section 16.

7. Customer Content, Merchant Data & License Grants

7.1 Ownership of Merchant Data

As between you and Solaxis AI, you retain all right, title, and interest in and to your Merchant Data and any AI Output generated for you through the Service. We do not claim ownership of your Merchant Data or AI Output.

7.2 License to Operate the Service

You grant Solaxis AI a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use your Merchant Data and End-User Data solely as necessary to provide, maintain, secure, and improve the Service for you and to perform our obligations under these Terms. This license ends when the relevant data is deleted in accordance with Section 16, except as needed to comply with law or as otherwise permitted by our Privacy Policy.

7.3 Your Responsibilities for Merchant Data

You are solely responsible for your Merchant Data, including its accuracy, quality, legality, and your right to use it with the Service. You represent and warrant that you have all rights, consents, and authorizations necessary to provide your Merchant Data and End-User Data to us and to authorize the processing described in these Terms and our Privacy Policy.

8. AI-Generated Content

8.1 Your Rights in AI Output

Subject to your compliance with these Terms, AI Output generated for you through the Service is yours to use. To the extent we hold any right, title, or interest in such AI Output, we assign it to you, and you may use, modify, publish, and distribute it for your own business purposes. Because of the nature of machine-generated content, AI Output may not be unique, and similar or identical output may be generated for other customers; we make no representation that AI Output is original or protectable.

8.2 No Training on Customer Data

Solaxis AI does not train, fine-tune, or otherwise improve any artificial-intelligence models on your Merchant Data, End-User Data, or AI Output. The Service operates by calling third-party AI providers (including Anthropic Claude and OpenAI) through their application programming interfaces under their respective no-training and zero- or limited-retention commitments. See our Privacy Policy for further detail on sub-processors and data handling.

8.3 Your Review Obligation

The Service operates on a human-in-the-loop model: AI features produce drafts and recommendations, and a human reviews and approves before anything is published to a storefront or social channel or applied to a Connected Platform. You are solely responsible for reviewing, verifying, and editing AI Output for accuracy, legality, and compliance before publishing or otherwise relying on it. AI Output may contain errors, omissions, or content that is not suitable for your use, and you must not treat it as legal, financial, medical, regulatory, or other professional advice.

9. Third-Party Platforms & Integrations

9.1 Authorization to Act on Connected Platforms

When you connect a third-party platform — including, among others, Shopify, WooCommerce, Etsy, eBay, Amazon, Wix, Meta Ads, Google Analytics 4, TikTok, Instagram, YouTube, Reddit, X, and Klaviyo — you authorize Solaxis AI to access and, where you grant write permission and the platform permits, act on that Connected Platform on your behalf, within the scope of the access you grant. You may revoke this access at any time, subject to the timing and effects described in these Terms and the relevant platform's controls.

9.2 Platform Terms Govern

Each Connected Platform is operated by a third party and is governed by that party's own terms of service and privacy policies. You are responsible for maintaining your accounts with, and complying with the terms of, each Connected Platform. These Terms do not modify your agreements with any third party.

9.3 No Responsibility for Third Parties

We do not control Connected Platforms and are not responsible for their availability, accuracy, security, changes to their APIs or policies, suspensions, outages, or any acts or omissions of those third parties. A Connected Platform may modify, restrict, or terminate its integration at any time, which may affect the functionality of the Service, and we will not be liable for any resulting loss.

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including all software, source code, design, user interfaces, branding, trademarks, logos, documentation, and underlying technology, is and remains the exclusive property of Solaxis AI and its licensors, and is protected by intellectual property and other laws. Except for the limited rights expressly granted to you, no right, title, or interest in the Service is transferred to you.

10.2 License to You

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your subscription, solely for your internal business purposes. You may not (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble any part of the Service, except to the extent that restriction is prohibited by law; (c) resell, sublease, or provide the Service to third parties except as expressly permitted for agency Accounts; (d) circumvent usage limits or security controls; or (e) use the Service to build a competing product.

10.3 Your Intellectual Property

As between the parties, you retain all right, title, and interest in and to your Merchant Data, your AI Output, and your own trademarks, brand assets, and content. Nothing in these Terms grants us any rights in your intellectual property except the licenses expressly set out here.

10.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use and incorporate that feedback into the Service without restriction, attribution, or compensation.

11. Confidentiality

Each party may have access to non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to employees, contractors, and agents who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known without obligation of confidentiality, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.

12. Privacy & Data Protection

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. With respect to End-User Data, Solaxis AI acts as a processor (or service provider) that processes such data on your behalf and in accordance with your instructions and our Privacy Policy, and you act as the controller (or business). You represent and warrant that you have provided all notices and obtained all rights, consents, and authorizations necessary for us to process Merchant Data and End-User Data as contemplated by these Terms and the Privacy Policy. Our use of cookies and similar technologies is described in our Cookie Policy.

13. Disclaimers

THE SERVICE, INCLUDING ALL AI OUTPUT AND BETA FEATURES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLAXIS AI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ORIGINAL, OR COMPLIANT WITH ANY LAW, PLATFORM POLICY, OR ADVERTISING REGULATION. YOU ARE RESPONSIBLE FOR REVIEWING AND APPROVING ALL AI OUTPUT BEFORE PUBLICATION OR USE, AS DESCRIBED IN SECTION 8.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLAXIS AI AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SOLAXIS AI ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification

You agree to defend, indemnify, and hold harmless Solaxis AI and its officers, members, employees, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Terms or the Acceptable Use Policy; (b) your Merchant Data, End-User Data, or any content you publish or distribute through the Service; (c) your use or misuse of the Service; (d) your violation of any applicable law, regulation, platform policy, or third-party right; or (e) your failure to obtain the rights or consents required under Section 7.3 or Section 12. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

16. Term, Suspension & Termination

16.1 Term

These Terms remain in effect for as long as you have an Account or use the Service.

16.2 Termination by You

You may terminate your Account at any time by cancelling your subscription as described in Section 5.6. Cancellation takes effect at the end of the then-current billing period.

16.3 Suspension and Termination by Us

We may suspend or terminate your access to all or part of the Service, with or without notice, if (a) you breach these Terms or the Acceptable Use Policy; (b) you fail to pay fees when due; (c) your use poses a security, legal, or operational risk to us, other customers, or third parties; or (d) we are required to do so by law or by a Connected Platform. Where practicable and lawful, we will provide notice and an opportunity to cure.

16.4 Effect of Termination and Data Retention

Upon termination or expiration, your right to access and use the Service ends. Following cancellation or termination, we retain your Merchant Data for approximately ninety (90) days to allow for reactivation and export, after which it is permanently deleted, except where longer retention is required by law or permitted under our Privacy Policy. It is your responsibility to export any data you wish to keep before the end of that period. Sections that by their nature should survive termination — including Sections 7, 8, 10, 11, 13, 14, 15, 18, and 22 — will survive.

17. Modifications to the Service & to These Terms

We may modify, update, or discontinue the Service, in whole or in part, at any time. We may also revise these Terms from time to time. For material changes to these Terms, we will provide notice by email and/or an in-dashboard notice at least thirty (30) days before the changes take effect, except where a shorter period is required to address legal or security matters. The "last updated" date and version stamp reflect the current version. Your continued use of the Service after the effective date of a revision constitutes your acceptance of the revised Terms. If you do not agree to a revision, you must stop using the Service and may cancel your subscription.

18. Governing Law, Venue & Dispute Resolution

18.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws principles.

18.2 Informal Resolution

Before filing any formal claim, you agree to first contact us at admin@solaxis.ai and attempt in good faith to resolve the dispute informally. We will likewise attempt to resolve the matter with you in good faith. If a dispute is not resolved within thirty (30) days of notice, either party may pursue formal proceedings as described below.

18.3 Venue

Subject to Section 18.2, any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Santa Clara County, California, and you consent to the personal jurisdiction of, and exclusive venue in, those courts. Each party waives any objection to jurisdiction or venue in those courts.

19. Force Majeure

Solaxis AI will not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, power outages, cyberattacks, or the failure, suspension, or change of any Connected Platform or third-party service.

20. Assignment

You may not assign or transfer these Terms or your Account, in whole or in part, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

21. Notices

We may provide notices to you by email to the address associated with your Account, by posting within the dashboard, or by other reasonable means. You consent to receive notices electronically. You may send legal notices to us at admin@solaxis.ai or by mail to Solaxis AI LLC, 254 Howes Dr, Los Gatos, CA 95032. Notices are deemed given when sent (for email and in-dashboard notices) or when received (for mailed notices).

22. Severability, Waiver & Entire Agreement

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that or any other right or provision, and any waiver must be in writing to be effective. These Terms, together with our Privacy Policy, our Cookie Policy, and our Acceptable Use Policy, constitute the entire agreement between you and Solaxis AI regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding its subject matter.

23. Contact

If you have questions about these Terms, contact us at admin@solaxis.ai or write to Solaxis AI LLC, 254 Howes Dr, Los Gatos, CA 95032.