Terms of Service

These Terms of Service ("Terms") govern your access to and use of Upsell Buddy's marketing site, dashboard, embeddable widget, and APIs (collectively, the Service). By creating an account, installing the widget, or otherwise using the Service, you agree to these Terms. If you are agreeing on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms, and "you" means that entity.

1. Parties

The Service is operated by [Company legal name], a private company licensed by the Dubai Multi Commodities Centre (DMCC), license number [DMCC license number], registered office [unit / tower], Dubai, United Arab Emirates ("Upsell Buddy", "we", "us", "our"). General enquiries: [email protected].

2. Eligibility

You must be at least eighteen (18) years old and capable of forming a binding contract under the laws of your jurisdiction to use the Service. The Service is intended for business use; consumer use is not its primary purpose.

3. The Service

We provide a hosted AI agent platform for ecommerce — a dashboard, an embeddable widget, and APIs that allow your agent to converse with your customers, retrieve information from your knowledge sources, and take actions you have authorised. We work to keep the Service available, but we do not guarantee uninterrupted operation. Scheduled maintenance, vendor outages, and transient errors are part of any production system. We may add, remove, or modify features over time; we will give reasonable notice of changes that materially reduce functionality you rely on.

4. Your account

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us promptly at [email protected] of any unauthorised use. We may suspend or terminate accounts that we reasonably believe pose a security, legal, or compliance risk.

5. Acceptable use

• Do not use the Service to send unlawful, harmful, infringing, or deceptive content.
• Do not attempt to bypass authentication, rate limits, quotas, billing controls, or any other technical restriction.
• Do not scrape, reverse engineer, or attempt to extract source code or training data from the Service.
• Do not use the Service to develop or train a product that competes directly with Upsell Buddy.
• Make sure you have all rights necessary to upload any content (knowledge sources, products, customer data) you put into the Service.

6. Customer content and intellectual property

As between us, you retain all right, title, and interest in the content you upload or otherwise provide to the Service ("Customer Content"). You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Content solely to provide and improve the Service for you.

We retain all right, title, and interest in the Service, including the platform, models, prompts, designs, and documentation. If you send us feedback or suggestions, you grant us a perpetual, irrevocable licence to use that feedback without obligation.

7. Trial and billing

• New accounts may use the Service free for a fourteen (14) day evaluation period. Some plans require a payment method up front; others do not.
• Paid plans are billed via Stripe and renew automatically at the end of each billing period until cancelled.
• You may cancel at any time from the billing dashboard. Cancellation takes effect at the end of the then-current billing period and we do not pro-rate fees for partially-used periods.
• Refunds are considered on a case-by-case basis at our reasonable discretion. Email [email protected] if you believe a refund is warranted.
• We may change pricing for new billing periods on at least thirty (30) days' notice; if you do not accept a price change, you may cancel before it takes effect.
• All fees are exclusive of taxes; you are responsible for VAT and any other taxes that apply to your use of the Service.

8. Data and sub-processors

Our handling of personal data is described in our Privacy Policy. A current list of sub-processors and our Data Processing Agreement (DPA) are available on request — email [email protected].

9. Service availability

We use commercially reasonable efforts to keep the Service available. We do not commit to a specific uptime percentage in these Terms. Any service-level commitments will be set out in a separate written agreement.

10. Warranties and disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of AI-generated outputs. Outputs from a large language model can be incorrect or incomplete; you are responsible for reviewing AI-generated content before relying on it for decisions affecting your customers or your business.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, consequential, incidental, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or cost of substitute services, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred US dollars (USD 100). The foregoing limitations do not apply to liability that cannot be limited under applicable law, or to liability for fraud or wilful misconduct.

12. Indemnification

You will defend and indemnify us against third-party claims arising out of (i) your Customer Content, (ii) your use of the Service in breach of these Terms, or (iii) your violation of law. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual property rights — subject to the limitation of liability in section 11.

13. Term and termination

These Terms apply for as long as your account is active. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. We may suspend the Service immediately if continued use poses a security, legal, or compliance risk. After termination you have thirty (30) days to export Customer Content from the Service; after that period we may delete it. The sections that by their nature survive termination — including Customer Content licences already granted, payment obligations, confidentiality, warranties and disclaimers, limitation of liability, indemnities, and dispute resolution — survive.

14. Confidentiality

Each party will protect the other party's non-public information disclosed under these Terms with the same degree of care it uses for its own confidential information (and no less than a reasonable standard). Confidentiality obligations survive for three (3) years after termination, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

15. Governing law and dispute resolution

These Terms are governed by the federal laws of the United Arab Emirates and, to the extent applicable, the laws of the Emirate of Dubai, without regard to conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms — including questions of formation, validity, breach, or termination — shall be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force at the commencement of the arbitration. The seat of arbitration shall be the Dubai International Financial Centre (DIFC) unless the parties agree otherwise in writing. The arbitration shall be conducted by a sole arbitrator in the English language. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief, or bring claims for unpaid fees or for protection of intellectual property, in any court of competent jurisdiction.

16. Force majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or cloud-provider outages, or pandemic.

17. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

18. Notices

Notices to you may be given via the email address on your account or in-product notification. Notices to us must be sent to [email protected] and to our registered office at [Company legal name], DMCC, [unit / tower], Dubai, United Arab Emirates.

19. Miscellaneous

These Terms, together with the Privacy Policy and any order form or DPA you have signed with us, constitute the entire agreement between the parties and supersede prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in force. A failure to enforce a provision is not a waiver of the right to enforce it later. There are no third-party beneficiaries.

20. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least thirty (30) days' notice to active accounts by email and update the date at the top of this page. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

Contact

Questions about these Terms: [email protected].