Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Excite Foundry Ltd, a company registered in England and Wales (company number 12328644), with its registered office at 85 Great Portland Street, London, W1W 7LT, United Kingdom ("Company", "we", "us", or "our").

These Terms govern your access to and use of the SuperchargeMe platform, available at superchargeme.com and any associated applications, APIs, and services (collectively, the "Service").

By accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2. Definitions

In these Terms, the following definitions apply:

• "Service" means the SuperchargeMe AI-powered operations platform, including all features, tools, dashboards, APIs, and related services provided by the Company.
• "User" means any individual or entity that registers for, accesses, or uses the Service.
• "Account" means the User's registered account on the Service, including all associated credentials and configurations.
• "Agent Actions" means any operations, modifications, analyses, recommendations, or other actions performed by the Service's AI agents on your behalf across your Connected Platforms.
• "Connected Platforms" means any third-party services, platforms, or accounts (including but not limited to Shopify, Amazon Seller Central, Google Ads, Meta Ads, TikTok Ads, Klaviyo, and Google Merchant Center) that you authorise the Service to access and interact with.
• "User Data" means any data, content, or information uploaded, transmitted, or made available by the User through the Service or via Connected Platforms.
• "AI Agents" means the automated, artificial intelligence-powered systems within the Service that analyse data and perform Agent Actions.

3. Account Registration and Security

To use the Service, you must create an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information to keep it accurate and complete.

You are responsible for:

• Maintaining the confidentiality of your Account credentials.
• All activities that occur under your Account, whether or not authorised by you.
• Notifying us immediately at [email protected] if you become aware of any unauthorised use of your Account or any other breach of security.

We reserve the right to suspend or terminate your Account if we reasonably believe that your Account has been compromised or is being used in violation of these Terms.

4. The Service

SuperchargeMe is an AI-powered operations platform designed for e-commerce brands. The Service enables you to connect your e-commerce platforms, advertising accounts, and other business tools, after which AI agents analyse your data and perform operational tasks on your behalf.

The Service may include, but is not limited to:

• Automated analysis of product listings, advertising campaigns, and sales data across your Connected Platforms.
• AI-generated recommendations and optimisations for pricing, content, advertising, and inventory management.
• Execution of Agent Actions on your Connected Platforms, subject to your approval settings and configurations.
• Dashboards, reports, and intelligence tools for monitoring business performance.
• Integration with third-party services through APIs and OAuth connections.

We reserve the right to modify, update, or discontinue any aspect of the Service at any time. We will use reasonable efforts to provide advance notice of material changes that may adversely affect your use of the Service.

5. Agent Actions

The Service employs AI agents that can take actions on your Connected Platforms. You acknowledge and agree that:

• AI-based analysis: Agent Actions are generated based on artificial intelligence analysis of your data. While we strive for accuracy, AI systems may produce errors, and the output of AI agents should not be treated as infallible professional advice.
• User responsibility: You retain full responsibility for reviewing, approving, and monitoring all Agent Actions. The Service provides mechanisms for you to review proposed actions before they are executed. It is your responsibility to use these review mechanisms.
• No guarantee of outcomes: We do not guarantee that Agent Actions will achieve any particular business outcome, including but not limited to increased sales, improved rankings, reduced advertising costs, or any specific financial result.
• Approval and oversight: You may configure the level of autonomy granted to AI agents within the Service. Regardless of your configuration settings, you remain responsible for the consequences of all Agent Actions executed on your Connected Platforms.
• Platform compliance: You are responsible for ensuring that Agent Actions comply with the terms of service, policies, and guidelines of your Connected Platforms.

6. Connected Platforms

The Service connects to your third-party platforms through industry-standard OAuth authorisation or other secure authentication methods. By connecting a platform to the Service, you:

• Authorise the Service to access, read, and where applicable, modify data on your Connected Platforms in accordance with the permissions you grant.
• Confirm that you have the necessary rights and authority to grant such access.
• Acknowledge that the Service's ability to function depends on continued access to your Connected Platforms.

Regarding your Connected Platform credentials:

• We do not store your Connected Platform passwords. Access is granted through OAuth tokens or equivalent secure authentication mechanisms.
• You may revoke the Service's access to any Connected Platform at any time through that platform's settings or through your Account settings within the Service.
• Revoking access may limit or prevent the Service from performing certain functions related to that platform.

We are not responsible for any changes, outages, or limitations imposed by Connected Platforms that may affect the Service's functionality.

7. User Responsibilities

You agree to:

• Provide accurate, truthful, and complete information when using the Service.
• Comply with all applicable laws, regulations, and the terms of service of your Connected Platforms.
• Not use the Service for any unlawful, fraudulent, or harmful purpose.
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Service.
• Not interfere with or disrupt the integrity or performance of the Service.
• Not use the Service to transmit any malware, viruses, or other harmful code.
• Not share your Account credentials with any third party.
• Not resell, sublicense, or redistribute the Service without our prior written consent.

8. Intellectual Property

Our property: The Service, including all software, algorithms, designs, trademarks, logos, documentation, and any other materials provided by the Company, are and shall remain the exclusive property of Excite Foundry Ltd or its licensors. These Terms do not grant you any rights in or to the Service other than the limited right to use it in accordance with these Terms.

Your property: You retain all rights, title, and interest in and to your User Data. By using the Service, you grant us a limited, non-exclusive licence to access, process, and use your User Data solely for the purpose of providing and improving the Service.

Feedback: If you provide us with any feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such feedback into the Service without restriction or obligation to you.

9. Data Protection

We take the protection of your data seriously. Our collection, use, and processing of personal data is governed by our Privacy Policy, which forms part of these Terms.

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. For full details on how we collect, use, store, and protect your personal data, please refer to our Privacy Policy.

Where we process personal data on your behalf (for example, data from your Connected Platforms that includes personal data of your customers), we act as a data processor and you act as the data controller. You are responsible for ensuring that your use of the Service complies with applicable data protection legislation.

10. Fees and Payment

The Service is currently available under an early access programme. During this period, access may be provided free of charge or under a limited free tier at our discretion.

We reserve the right to introduce or modify pricing at any time. If we introduce fees for features you are currently using free of charge, we will provide you with at least 30 days' notice and the opportunity to discontinue use of the Service before any charges apply.

Where fees are payable:

• All fees are exclusive of VAT and any applicable taxes, which shall be charged in addition.
• Payment terms will be specified at the time of subscription or purchase.
• Failure to make timely payment may result in suspension or termination of your access to the Service.

11. Limitation of Liability

To the fullest extent permitted by law:

• The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that the Service will be uninterrupted, error-free, secure, or that any defects will be corrected.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with your use of the Service.
• We shall not be liable for any losses arising from Agent Actions that you approved, authorised, or failed to review before execution.
• We shall not be liable for any losses arising from the actions, omissions, outages, or policy changes of Connected Platforms.

Our total aggregate liability to you in respect of all claims arising out of or in connection with these Terms or the Service shall not exceed the greater of (a) the total fees paid by you to us in the 12 months preceding the claim, or (b) one hundred pounds sterling (GBP 100).

Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Excite Foundry Ltd, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service or any Agent Actions executed on your Connected Platforms.
• Your breach of these Terms or any applicable law or regulation.
• Your violation of any third party's rights, including the terms of service of any Connected Platform.
• Any User Data you provide through the Service.

13. Termination

Either party may terminate these Terms at any time:

• By you: You may close your Account at any time through your Account settings or by contacting us at [email protected].
• By us: We may suspend or terminate your access to the Service immediately if you breach these Terms, or with 30 days' notice for any other reason.

Upon termination:

• Your right to access and use the Service will cease immediately.
• We will provide you with a reasonable period (not less than 30 days from the date of notice) to export your User Data from the Service.
• We will revoke all connections to your Connected Platforms.
• Sections of these Terms that by their nature should survive termination (including but not limited to Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) shall continue in full force and effect.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, power failures, internet or telecommunications failures, or failures of third-party services (including Connected Platforms and AI model providers).

If a force majeure event continues for more than 60 consecutive days, either party may terminate these Terms by giving written notice to the other party.

15. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

If the dispute is not resolved through mediation within 60 days of the initial referral, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a prominent notice on the Service at least 30 days before the changes take effect.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and close your Account.

18. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Excite Foundry Ltd with respect to the Service. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and the Company regarding the Service.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

20. Contact Information

If you have any questions about these Terms, please contact us:

• Email: [email protected]
• Post: Excite Foundry Ltd, 85 Great Portland Street, London, W1W 7LT, United Kingdom
• Company number: 12328644 (England and Wales)