Terms of Use | Merchi.ai

merchi.ai End User License Agreement

Preamble

This End User License Agreement (“EULA” or “Agreement”) constitutes a legally binding contract between the individual or entity accessing or using the Service (“You” or “User”) and merchi.ai Limited, a company registered in England and Wales (company number 16246476), the provider of the merchi.ai service (“Company,” “We,” “Us,” “Our”). This Agreement governs Your access to and use of the merchi.ai website, platform, application programming interfaces (APIs), and any related software, services, features, content, and documentation provided by the Company (collectively, the “Service”). This document establishes the legal framework defining the rights and obligations of both parties concerning the use of the Service.

1. Acceptance of Terms

By accessing, registering for, downloading, installing, or using the Service in any manner, You acknowledge that You have read, understood, and agree to be bound by all the terms and conditions contained in this EULA. You also agree to be bound by any other related agreements, guidelines, or policies referenced herein, including but not limited to the Company’s Privacy Policy available at https://merchi.ai/privacy (the “Privacy Policy”) and, where applicable, the Data Processing Agreement available at https://merchi.ai/dpa (the “DPA”). The act of clicking “I accept” or similar assent during the registration or installation process, or Your continued use of the Service, signifies Your binding acceptance of this EULA. If You do not agree to these terms, You are prohibited from accessing or using the Service and must cease all use immediately.

If You are entering into this EULA on behalf of a company, organization, or other legal entity (“Entity”), You represent and warrant that You possess the legal authority to bind such Entity and its affiliates to these terms and conditions. In such a case, the terms “You” or “User” shall refer to such Entity and its affiliates. If You do not have such authority, or if the Entity does not agree with these terms and conditions, You must not accept this Agreement and may not use the Service.

The Company reserves the right, at its sole discretion, to modify or replace this EULA at any time. Should significant changes be made, the Company will provide reasonable notice, which will typically be at least thirty (30) days prior to the changes taking effect, and may include posting a notification on the Service, sending an email to the address associated with Your Account, or other appropriate means. It is Your responsibility to review this EULA periodically for changes. Your continued access or use of the Service following the expiry of the notice period for any changes to this EULA constitutes Your acceptance of those changes. If You do not agree to the modified terms, You should discontinue Your use of the Service before the changes take effect.

2. Definitions

For the purposes of this EULA, the following terms shall have the meanings ascribed below:

“Service”: As defined in the Preamble.
“User”: Any individual (acting in a personal capacity as a “Consumer” or in a business capacity) or entity that accesses, registers for, or uses the Service.
“Account”: The user-specific account created by a User to access and utilize certain features of the Service.
“Customer Data”: Any data, text, prompts, code, images, information, or other content submitted, posted, transmitted, or otherwise provided by the User to or through the Service, including any URLs provided for web scraping or data extraction.
“Output Data”: Any data, text, images, code, analyses, summaries, or other content created, generated, or returned by the Service based on, or in response to, Customer Data.
“Company IP”: All intellectual property rights, title, and interest in and to the Service, including but not limited to the underlying artificial intelligence models, algorithms, software (source and object code), technology, databases, designs, user interfaces, “look and feel,” Documentation, trademarks, service marks, logos, trade names, and branding, excluding Customer Data and subject to the license granted for Output Data as specified herein.
“Misuse”: Any action or omission by a User that violates the terms of this EULA, particularly the restrictions outlined in Section 8 (Acceptable Use and Restrictions).
“Subscription Term”: The specific period during which a User is authorized to access and use the Service, typically defined by a paid subscription plan.
“Free Trial Period”: As defined in Section 5.
“Documentation”: Any user manuals, handbooks, guides, technical specifications, or other explanatory materials relating to the Service provided or made available by the Company.
“Confidential Information”: As defined in Section 10.
“Consumer”: An individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession, as defined in the Consumer Rights Act 2015.
“Data Protection Laws”: The UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, EU Regulation 2016/679 (GDPR), and all applicable laws and regulations relating to the processing of personal data and privacy, as amended or superseded from time to time.

3. License Grant

Subject to Your strict compliance with all terms and conditions of this EULA, the Company hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the applicable Subscription Term or Free Trial Period (as applicable), solely for Your internal business purposes or personal use (as applicable based on the specific service tier or plan You have subscribed to), and strictly in accordance with this EULA and any accompanying Documentation.

This EULA constitutes a license agreement for use only and does not represent a transfer of ownership. You acknowledge and agree that the Service is licensed, not sold, to You. The Company, along with its licensors, retains all right, title, and interest in and to the Company IP.

4. Account Registration and Security

Access to certain features of the Service may require You to register for an Account. You agree to provide accurate, current, and complete information during registration and to update it promptly.

You are solely responsible for maintaining the confidentiality of Your Account password and credentials and for all activities under Your Account. You agree to notify the Company immediately of any suspected or actual unauthorized use of Your Account or any other security breach. The Company shall not be liable for any loss arising from Your failure to comply with these security obligations.

5. Free Trial

5.1. Free Trial Period. The Company may offer a free trial of the Service for a period of up to thirty (30) days from the date of Account registration (the “Free Trial Period”). The Company reserves the right to modify or discontinue the Free Trial Period at any time, at its sole discretion.

5.2. Free Trial Conditions. During the Free Trial Period, the Service is provided “as is” and “as available,” without any warranty or availability commitment whatsoever. The warranty provisions of Section 13 shall not apply during the Free Trial Period, except to the extent required by applicable law (including the Consumer Rights Act 2015 for Consumers). The Company’s liability under Section 14 shall be limited to the fullest extent permitted by law during the Free Trial Period.

5.3. End of Free Trial. At the end of the Free Trial Period, unless You subscribe to a paid plan, Your access to the Service may be suspended or terminated. Customer Data and Output Data associated with Your Account may be deleted following reasonable notice from the Company. It is Your responsibility to export any data You wish to retain before the end of the Free Trial Period.

6. Fees and Payment Terms

Access to certain tiers or features may be subject to fees as described on the Company’s pricing page (https://merchi.ai/pricing) or Your specific order agreement.

Fees are typically billed in advance on a recurring Billing Cycle (e.g., monthly, annually). You must provide valid payment information and authorize the Company to charge applicable fees.

Auto-Renewal: Unless You cancel Your subscription at least sixty (60) days before the end of the current Subscription Term via Your account management page or by contacting support, Your subscription will automatically renew for an additional period equal to the expiring term. We will endeavour to send a reminder notice to the email address associated with Your Account before charging for renewal, particularly for annual subscriptions. You authorize the Company to charge the applicable renewal fees using the payment method on file.

Fee Changes: The Company reserves the right to modify fees. Any fee changes will be communicated with at least 30 days’ notice and will become effective at the start of the next Billing Cycle following the notice period. Your continued use after the fee change constitutes Your agreement to pay the modified amount. If You do not agree to the fee change, You may terminate Your subscription before the change takes effect.

Taxes: Fees are exclusive of Taxes. You are responsible for paying all Taxes associated with Your purchases, excluding taxes based solely on the Company’s net income.

Refunds: Unless otherwise explicitly stated or required by applicable law, all fees paid are non-refundable. For Consumers: This does not affect Your statutory rights under the Consumer Rights Act 2015, including rights to a refund or price reduction if the Service is faulty, not as described, or not provided with reasonable care and skill.

7. Customer Data and Output Data

7.1. User Responsibility for Customer Data: You are solely responsible for Your Customer Data, including its legality, accuracy, reliability, and intellectual property compliance. You represent and warrant that You own or have the necessary rights to submit Customer Data and grant the licenses herein, and that Your Customer Data does not violate any laws or third-party rights. You agree not to submit unlawful, defamatory, obscene, harmful, or infringing content, nor sensitive personal information unless explicitly permitted and handled according to applicable law and Company policy.

7.2. Ownership and Rights in Output Data: You acknowledge that Output Data is created by AI and may contain inaccuracies, errors, or content similar to that generated for others. The Company makes no guarantees regarding the accuracy, reliability, completeness, suitability, uniqueness, or legality of Output Data.

Subject to Your compliance with this EULA, the Company grants You a worldwide, non-exclusive, royalty-free, perpetual (subject to termination) license to use, reproduce, modify, adapt, and create derivative works from the Output Data You create through Your authorized use of the Service, solely for Your permitted internal business or personal purposes.

You acknowledge that Output Data may not qualify for intellectual property protection in all jurisdictions. The Company does not guarantee Your ability to secure or enforce exclusive rights over Output Data and is not liable for claims that Your use infringes third-party rights.

You are responsible for reviewing, evaluating, and validating all Output Data before any use or reliance. You assume all risks associated with its use and must ensure Your use complies with applicable laws, regulations, and third-party rights.

7.3. License Granted by User to Company:

(a) To Operate the Service: You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, transfer, process, analyse, modify, reproduce, adapt, and transmit Your Customer Data solely as reasonably necessary to operate, provide, maintain, and secure the Service.

(b) For Service Improvement: You grant the Company a non-exclusive, royalty-free, worldwide license to use Customer Data and Output Data in an aggregated and anonymised form (that does not personally identify You or disclose Your Confidential Information) for the purposes of (i) training, improving, and tuning the generative artificial intelligence models used within the Service, (ii) developing and improving the Service and other products and services of the Company and its Affiliates, and (iii) benchmarking purposes. When using Customer Data or Output Data for benchmarking or training purposes, the Company will aggregate and anonymise the data with other data, including the data of other users, so that such aggregation omits any data that would enable the identification of You, Your clients, or any individual, company, or organisation (“Aggregated Data”). The Company may use the Aggregated Data for the purpose of benchmarking industry practices, including (i) creating and making available to You analyses on Your usage of the Service, and (ii) creating and making publicly available anonymous market, trend, and/or usage analysis. The Company may provide an option to opt out of this use where feasible; if such an option is provided and You exercise it, this license grant for service improvement will be modified accordingly.

(c) Feedback: Any Feedback You provide grants the Company an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to use and exploit such Feedback without obligation or compensation to You.

8. Acceptable Use and Restrictions

8.1. General Prohibitions: You agree not to (and not permit any third party to):

Use the Service for illegal or fraudulent purposes.
Infringe intellectual property, privacy, or other rights.
Transmit defamatory, obscene, hateful, discriminatory, or otherwise objectionable content.
Generate content promoting violence, self-harm, or harassment.
Transmit spam or unsolicited promotions.
Impersonate others or misrepresent affiliation.
Upload viruses, malware, or harmful code.
Attempt unauthorized access to the Service, accounts, or systems.
Interfere with or disrupt the Service or its infrastructure.
Use unauthorized automated means (bots, scrapers) to access the Service (excluding public search engine indexing).
Reverse engineer, decompile, or attempt to access source code (except as permitted by law).
Modify, translate, or create derivative works of the Service itself.
Use the Service or Output Data to create or improve competing products/services without consent.
Use the Service for high-risk activities where failure could lead to death, injury, or severe damage, without a separate written agreement.

8.2. Web Scraping and Data Extraction. Where the Service performs web scraping or data extraction from URLs You provide:

(a) You are solely responsible for ensuring that You have all necessary legal rights, permissions, or licences to access and extract data from such third-party websites.

(b) You shall ensure that any scraping activities comply with the target website’s terms of use, robots.txt files, and applicable law.

(d) The Company reserves the right to suspend or cease scraping activities targeting specific URLs if notified of, or if the Company reasonably suspects, any actual or potential violation of third-party rights or applicable law.

(e) You shall defend, indemnify, and hold harmless the Company against any claims arising from Your unauthorized access, crawling, scraping, or data extraction from third-party websites, including any alleged violation of such third party’s terms of service, robots.txt files, or proprietary rights.

8.3. Definition of Misuse: “Misuse” includes: (i) any violation of Section 8.1; (ii) use consuming excessive resources or significantly exceeding normal usage patterns (potentially detailed in a separate Fair Use Policy); (iii) attempts to circumvent security or usage limits; (iv) use not expressly authorized by this EULA.

8.4. Restriction on Resale of Output Data: You are prohibited from distributing, selling, reselling, licensing, or otherwise commercially exploiting the raw Output Data as a dataset or standalone data product to third parties. This does not prevent You from incorporating Output Data into Your own work as permitted by Section 7.2 and this EULA.

Acceptable Use Summary Table

To aid understanding, the following table summarizes key permitted and prohibited activities:

Permitted Activities	Prohibited Activities
Accessing and using the Service for internal business or personal purposes (as per subscription or Free Trial).	Engaging in any illegal, fraudulent, or harmful activities.
Submitting Customer Data for processing by the Service (subject to Section 7.1 responsibilities).	Infringing intellectual property or other rights of Company or third parties.
Using Output Data according to the license in Section 7.2 (e.g., incorporating into Your work, marketing, etc.).	Transmitting objectionable, hateful, or harmful content.
Providing Feedback to the Company.	Reverse engineering, decompiling, or attempting to access source code.
Using the Service’s web scraping features for URLs You have the right to access (Section 8.2).	Modifying, creating derivative works of, or copying the Service itself.
	Using automated means (bots, scrapers) without permission.
	Interfering with or disrupting the Service or its infrastructure.
	Developing competing products using the Service or its output.
	Distributing, selling, or reselling raw Output Data as data to third parties.
	Exceeding fair usage limits or otherwise engaging in Misuse (Section 8.3).
	Circumventing security measures or usage restrictions.
	Using the Service for high-risk activities without express permission.
	Scraping websites without necessary rights or in violation of their terms of use (Section 8.2).

This table provides a summary for convenience; the full text of Section 8 governs acceptable use.

9. Intellectual Property Rights

The Company and its licensors own all rights, title, and interest in the Company IP. This EULA grants only the limited license in Section 3. You retain ownership of Your original Customer Data, subject to the licenses granted herein. Your rights in Output Data are limited to the license in Section 7.2; the Company makes no representation regarding Your ability to claim exclusive IP rights in Output Data. The Company respects IP rights and will respond to valid infringement notices.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) designated as confidential or reasonably understood as such. Company Confidential Information includes non-public aspects of the Service and Company IP. User Confidential Information may include non-public Customer Data designated as confidential. Exclusions apply for publicly known info, prior knowledge, third-party disclosure without breach, or independent development.

The Recipient agrees to protect Confidential Information with reasonable care (at least the same care as its own), use it only for EULA purposes, and limit access to personnel needing access under confidentiality obligations no less stringent than these. Disclosure compelled by law is permitted with prior notice to Discloser (if legally allowed) and reasonable assistance.

11. Data Privacy

11.1. The Company’s collection and use of personal information are governed by the Privacy Policy (https://merchi.ai/privacy), incorporated herein by reference.

11.2. Where the Service involves the processing of personal data (as defined in Data Protection Laws) by the Company on behalf of You, the Data Processing Agreement (https://merchi.ai/dpa) (the “DPA”) shall apply and is incorporated herein by reference. The DPA sets out the parties’ obligations in respect of such processing, including the Company’s obligations as a data processor. To the extent that Customer Data includes personal data, the Company shall process such personal data only as a processor on Your documented instructions and in accordance with the DPA and Data Protection Laws. In the event of any conflict between this EULA and the DPA in respect of the processing of personal data, the DPA shall prevail.

11.3. The Privacy Policy and DPA comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. While the Company implements security measures, absolute security cannot be guaranteed.

12. Term and Termination

This EULA commences upon acceptance and continues until terminated. Paid subscriptions have an initial term and may auto-renew (Section 6). Free trials are subject to the terms of Section 5.

You may terminate by cancelling Your subscription and ceasing all use.

The Company may suspend or terminate Your Account/access and this EULA with or without notice for cause, including: (a) breach of this EULA (including Misuse); (b) non-payment; (c) legal requirement; (d) Service discontinuation/modification; (e) security issues; (f) inactivity (free accounts).

The Company may also terminate this EULA without cause by providing You with at least thirty (30) days’ prior written notice.

Upon termination: (a) licenses cease; (b) You must cease use; (c) destroy Company materials; (d) no refund unless required by applicable law; (e) Company may delete Account data subject to policy/law; (f) surviving provisions (ownership, disclaimers, indemnity, liability limits, confidentiality, disputes) remain in effect.

13. Warranty Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE SERVICE OR OUTPUT DATA WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, UNINTERRUPTED, OR ERROR-FREE, OR FREE OF VIRUSES.

YOU USE THE SERVICE AND OUTPUT DATA AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO PROPERTY OR LOSS OF DATA.

For Consumers: Nothing in this Section 13 affects Your statutory rights under the Consumer Rights Act 2015, which include rights related to the quality, fitness for purpose, and description of digital content. SOME JURISDICTIONS MAY NOT ALLOW CERTAIN DISCLAIMERS, SO THE ABOVE MAY NOT FULLY APPLY TO YOU.

14. Limitation of Liability

Nothing in this EULA shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under English law.

SUBJECT TO THE FOREGOING PARAGRAPH, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA) ARISING OUT OF OR RELATING TO THIS EULA OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE OR OUTPUT DATA.

SUBJECT TO THE FIRST PARAGRAPH OF THIS SECTION 14, THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED GREAT BRITISH POUNDS (GBP 100.00).

THE PARTIES ACKNOWLEDGE THESE LIMITATIONS ARE FUNDAMENTAL TO THE BARGAIN.

For Consumers: The limitations in this Section 14 will only apply to the extent they are fair and reasonable under the Consumer Rights Act 2015. The GBP 100 cap may not apply if it is deemed unfair in the circumstances. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT FULLY APPLY TO YOU.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

(a) Your Customer Data, including any claim that it infringes or violates third-party rights; (b) Your breach or violation of any term of this EULA; (c) Your violation of any applicable law, rule, or regulation; (d) Your specific use, modification, or distribution of Output Data in a manner that causes harm or infringes third-party rights (distinct from claims regarding the inherent nature of the raw Output Data provided by the Service); (e) Any unauthorized access to or use of the Service through Your Account credentials due to Your negligence or breach of security obligations; or (f) Your unauthorized access, crawling, scraping, or data extraction from third-party websites (including any alleged violation of such third party’s terms of service, robots.txt files, or proprietary rights).

The Company reserves the right to assume exclusive defense and control of any matter subject to indemnification by You, at Your expense, and You agree to cooperate. You agree not to settle any matter without the Company’s prior written consent.

16. Governing Law and Dispute Resolution

This EULA shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA (including non-contractual disputes).

17. Miscellaneous

Entire Agreement: This EULA, the Privacy Policy, the DPA, and any specific order forms constitute the entire agreement between You and the Company regarding the Service, superseding prior agreements.
Severability: If any provision is held invalid, illegal, or unenforceable, it shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.
No Waiver: Failure by the Company to enforce any right or provision shall not constitute a waiver.
Assignment: You may not assign this EULA without prior written consent. The Company may assign its rights and obligations without restriction.
Notices: Notices to You via email associated with Your Account or Service notification. Notices to Company: merchi.ai Limited, 128 City Road, London, EC1V 2NX, UNITED KINGDOM and/or legal@merchi.ai.
Relationship: No agency, partnership, or joint venture is created.
Force Majeure: The Company is not liable for delays or failures due to causes beyond its reasonable control.
Contact: Questions about this EULA? Contact legal@merchi.ai.