Spectrum Terms of Service

"Authorized Users" means those employees, consultants and other individuals that Customer designates and authorizes to use the Platform on its behalf.

"Confidential Information" means any and all information relating to a Party's business including without limitation, specific business information, technical processes and formulas, software, customer lists, prospective customer lists, product designs, sales, costs, price lists, unpublished financial information, business plans, marketing data, technical data, Intellectual Property or know-how, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. All source code, object code and graphical user interfaces shall be Confidential Information. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) was independently developed by the Receiving Party without use of the Confidential Information; (iv) was lawfully obtained from a third party without restriction; or (v) is required to be disclosed by law or order of a court of competent jurisdiction.

"Credits" means the prepaid units purchased by the Customer to access the AI-powered capabilities of the Platform, as further described in Section 5.

"Customer Data" means any data derived automatically from the Customer Shop through the Shopify interface or any API, and any data the Customer manually uploads to or modifies using the Platform, whether it concerns individuals or otherwise.

"Customer Shop" means the Shopify-based online store that Customer owns and operates.

"End-Users" means the individuals who browse or transact on the Customer Shop.

"Intellectual Property" means patents, inventions, utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights and any other intellectual property or proprietary rights, in each case whether registered or unregistered, including applications for registration.

"Output" means any insights, recommendations, reports, A/B test results, playbook outcomes, or other information generated by the Platform regarding the Customer Shop and End-Users' behaviors.

"Personal Data" means any data that relates to an identified or identifiable natural person, as defined under applicable data protection laws.

"Playbook" means a reusable, goal-oriented workflow within the Platform that orchestrates one or more skills to achieve specific business outcomes for the Customer Shop.

2.1. Subject to these Terms, the Company grants Customer a limited, non-exclusive, worldwide, non-sublicensable, non-transferable and revocable license to use the Platform solely for Customer's internal business purposes (the "License"). All rights not specifically granted to Customer herein are exclusively reserved to the Company.

2.2. Customer covenants that Authorized Users will use the Platform only in compliance with all applicable laws, regulations and these Terms. Customer shall be liable to the Company for all acts or omissions of its Authorized Users.

2.3. Customer acknowledges that to use the Platform, Customer must provide the Company with access to the Customer Shop and Customer Data. Access may be established through the Shopify interface, via a custom app, collaborator access or through the Customer's private API. Customer shall be solely responsible for any issues, errors, or loss of data resulting from incorrect API configuration, revoked access, or changes to the Customer Shop's settings.

2.4. When using the Platform, You shall not, directly or through others: (i) attempt to reverse engineer, decompile, disassemble, translate or otherwise seek to develop, copy or expose the Platform (including source code), or any part thereof; (ii) use, copy, modify, merge, distribute, transfer or sublicense the Platform except as expressly authorized by us in writing; (iii) represent that You possess any proprietary interest in the Platform or delete, deface or erase any proprietary notice of the Company; (iv) directly or indirectly take any action to contest or infringe the Company's Intellectual Property rights; (v) develop derivative services or competing products based on the Platform or any confidential information of the Company; (vi) attempt to engage in any form of testing, scanning, scraping, probing, hacking, breaching the security of, or interfering with the operation or functionality of the Platform; (vii) work around any technical limitations in the Platform or enable features which are otherwise disabled, inaccessible or undocumented; (viii) use the Platform in breach of these Terms; or (ix) use the Platform for any activity that constitutes or encourages criminal offenses, gives rise to civil liability, or violates any applicable law.

2.5. The Company may (but is not obligated to) employ technological measures to detect and prevent fraudulent or abusive use of the Platform. We may suspend or block Your access to the Platform upon written notice if we, in our sole discretion, suspect abuse of the Platform.

3.1. The Platform generates automated Output, including AI-powered recommendations, insights, and Playbook outcomes intended to assist You in optimizing the Customer Shop. You may choose to (a) manually review and implement Output, or (b) authorize the Platform to automatically implement Output in the Customer Shop. The Platform will not implement any Output without Your active confirmation, unless You have explicitly configured autonomous execution within the Platform's settings.

3.2. Customer acknowledges and agrees that it remains solely responsible for reviewing, approving, and implementing any Output, and for verifying the suitability of the Output to its needs.

3.3. By implementing Output (or authorizing automated implementation), Customer acknowledges and agrees that:

(a) It has reviewed the Output and found it suitable to its needs. The Company shall have no liability for any loss, damage or adverse consequence arising from Customer's reliance on any Output.

(b) The Company does not guarantee that implementing any Output will result in increased sales, improved performance, enhanced End-User engagement, or any other specific outcome.

(c) Output is generated through automated data analysis, AI models and predictive modeling, which are inherently subject to limitations and external factors beyond the Company's control.

The Company may, but is not obligated to, offer upgrades to the Platform, including by adding features, functionalities, Playbooks, or skills. The Company reserves the right to charge additional fees or Credits for such upgrades.

5.1. Subscription Fees. Use of the Platform is subject to payment of the fees applicable to Your chosen subscription plan, as presented on our Pricing page here (the "Fees").

5.2. Pricing Revisions. The Company reserves the right to modify the subscription plans, pricing tiers, Credit allocations, and add-on pricing at its sole discretion. The Company shall notify the Customer of any material changes in advance, and such changes shall become effective no earlier than the end of the current billing cycle.

5.3. Credit Replenishment. The Customer may replenish Credits either (a) manually at any time through the Platform, or (b) through auto-replenishment, whereby Credits shall be automatically replenished when the Customer's balance falls below a threshold as configured by the Customer on the Platform.

5.4. Credit Exhaustion. Upon exhaustion of Credits, the Customer's access to the AI-powered capabilities of the Platform shall stand suspended until further Credits are purchased. For the avoidance of doubt, the Customer shall continue to have access to the free software and infrastructure features of the Platform irrespective of the Credit balance.

5.5. Non-Refundable; Expiry. All Credits purchased and all subscription Fees paid are non-refundable (except in the case of termination due to Company's material breach of these Terms). Any unused Credits shall expire in accordance with the timeline specified on the Platform, and no refund, extension, or carry-forward shall be applicable to such expired Credits.

5.6. Overdue Payments. Failure to settle any overdue Fee within twenty-one (21) calendar days of its original due date shall constitute a material breach of these Terms. Without limiting any other remedies available to us, we may, at our sole discretion and following written notice to You: (i) suspend Customer's access to the Platform until payment is made current; or (ii) terminate these Terms. Overdue Fees shall bear interest at the rate of one percent (1%) per month from the date due until paid.

5.7. Taxes. All payments are inclusive of any bank charges and any applicable taxes, unless otherwise stated.

6.1. Customer is solely liable for the Customer Data. By using the Platform and providing Customer Data, Customer represents and warrants that the Customer Data: (i) contains only true, accurate and complete details to the best of Customer's knowledge; (ii) does not contain any confidential information of third parties which Customer is not authorized to share; (iii) does not infringe any third-party rights, including Intellectual Property rights; and (iv) does not include any content that is harmful or that may constitute or give rise to a criminal offense or a civil tort.

6.2. Customer authorizes and instructs the Company to process Customer Data to: (i) provide Customer with access to the Platform and its functions; (ii) generate Output; (iii) provide support to Customer in the operation of the Platform; and (iv) improve and enhance the Platform and associated services, and market them or conduct product demonstrations to third parties, provided that such use shall not disclose any Confidential Information of the Customer.

6.3. Customer Data may include Personal Data of Customer, Authorized Users, End-Users and other third parties. Customer is solely responsible for obtaining any necessary consents from End-Users and other third parties for the processing of their Personal Data by the Company, and for documenting such consent in writing, prior to providing the Customer Data to the Company.

6.4. Both Parties warrant and represent to abide by applicable data privacy and data security laws and regulations to allow the Company to lawfully process Personal Data as set out herein.

We respect Your privacy. Our Privacy Policy explains how we collect, use and protect Personal Data when You use the Platform. We encourage You to read it carefully here.

8.1. Each Party (as "Receiving Party") shall hold the Confidential Information of the other Party (the "Disclosing Party") in confidence using the same degree of care, but at least a reasonable degree of care, that it uses to prevent the unauthorized disclosure of its own Confidential Information. The Receiving Party may use Confidential Information only for the purpose of performing its obligations under these Terms.

8.2. The Receiving Party shall not make the Disclosing Party's Confidential Information available to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors and advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those contained herein.

8.3. If the Receiving Party is required to disclose Confidential Information pursuant to a binding order of a court or governmental authority or applicable law, it shall, to the extent permissible, provide the Disclosing Party with notice as soon as practicable to allow the Disclosing Party to seek an appropriate protective order.

9.1. Company IP. All Intellectual Property rights in and to the Platform, including the Company's databases, algorithms, models, design, graphics, computer code, and "look and feel" (excluding Customer Data and Output), are and shall remain the exclusive property of the Company or its licensors. The Platform is licensed and not sold. The License does not convey to Customer any interest in or to the Platform, but only a limited right of use, revocable in accordance with these Terms.

9.2. Customer IP. Customer owns all Intellectual Property rights in and to the Customer Data and Output. By using the Platform, Customer grants the Company a worldwide, sublicensable license to use the Customer Data and Output for the purposes described in Section 6.2.

9.3. Marketing Rights. Unless Customer notifies the Company otherwise in writing, the Company may identify Customer as a customer of the Company, including on the Company's website and in marketing materials. Customer hereby grants the Company a worldwide, non-exclusive, non-transferable, royalty-free license to use Customer's name, logo and website URL solely for this purpose.

10.1. Term. The License shall be in effect for the duration of Customer's chosen subscription plan (the "Term"). Following the Term, Customer's subscription will be automatically renewed for subsequent Terms under the terms of the chosen plan, unless Customer cancels the subscription prior to its expiration by providing us with 30 days' written notice (email sufficient). The Company reserves the right to refuse renewal at its sole discretion.

10.2. Termination for Breach. In the event of a material breach of these Terms by Customer that has not been cured (to the extent curable) within fourteen (14) days from receipt of written notice thereof from the Company, the Company may immediately terminate these Terms and block Customer's access to the Platform. This shall be without prejudice to any other remedy available to the Company.

10.3. Termination for Insolvency. These Terms may be terminated immediately upon written notice by either Party if the other Party becomes insolvent, involved in liquidation, or files for bankruptcy (voluntarily or involuntarily) and such proceedings are not dismissed within thirty (30) days.

10.4. Effect of Termination. Upon termination or expiration for any reason, the License shall terminate and Customer shall cease using the Platform. Both Parties shall, upon request, return or destroy all Confidential Information of the other Party within thirty (30) business days and certify such destruction in writing. Any unused Credits as at the date of termination shall stand forfeited and no refund shall be applicable. Provisions of these Terms that by their nature should survive termination shall so survive.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, THE COMPANY AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, ADVISORS AND ANYONE ACTING ON THEIR BEHALF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER FORM OF LIABILITY, ARISING FROM OR IN CONNECTION WITH THESE TERMS AND THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S CUMULATIVE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO THE COMPANY DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.1. By Company. The Company shall indemnify, defend and hold harmless Customer and its directors, officers and employees from and against any costs, liabilities, losses and expenses, including reasonable attorneys' fees, resulting from any third-party claim alleging that the Platform infringes or misappropriates any Intellectual Property rights. This obligation shall not apply to: (i) Customer's negligence, abuse or misuse of the Platform; (ii) use of the Platform other than as specified in these Terms; (iii) any modifications to the Platform performed by anyone other than the Company; or (iv) any unauthorized combination of the Platform with other hardware or software.

12.2. By Customer. Customer shall indemnify, defend and hold harmless the Company and its directors, officers and employees from and against any costs, liabilities, losses and expenses, including reasonable attorneys' fees, resulting from any third-party claim relating to: (i) Customer's breach of its obligations under these Terms; (ii) infringement of any Intellectual Property rights or applicable laws by Customer or its Authorized Users in connection with use of the Platform; and (iii) Customer Data provided by Customer.

13.1. These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of laws provisions.

13.2. In the event of any dispute, claim or controversy arising out of or in connection with these Terms ("Dispute"), the Parties shall first attempt to resolve the Dispute amicably through good faith discussions between their respective management representatives within thirty (30) days of written notice of such Dispute.

13.3. If the Dispute is not resolved amicably within the above period, it shall be referred to and finally resolved by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996, before a sole arbitrator jointly appointed by the Parties. The venue and seat of arbitration shall be Bengaluru, India. The language of arbitration shall be English. The costs of arbitration shall be as determined by the arbitrator. The award of the arbitrator shall be final and binding on the Parties.

13.4. Subject to the arbitration clause above, any Dispute shall be subject to the exclusive jurisdiction of the courts at Bengaluru, India.

14.1. Non-Affiliation with Shopify. The Company is not affiliated with Shopify Inc. ("Shopify") and these Terms do not govern Your relationship with Shopify. Shopify is not liable for: (i) operating and providing the Platform or any services associated therewith; (ii) any fault in the Platform or any harm resulting from its installation or use, or from the access, use, distribution or storage of Customer Data; or (iii) providing support for the Platform.

14.2. Compliance with Law. Each Party shall perform all of its obligations under these Terms in compliance with all applicable national, state and local laws, orders and regulations, including those relating to privacy and data protection.

14.3. Force Majeure. Except for Customer's obligation to make payment of any Fees and Credits due and owing hereunder, neither Party shall be liable for any failure or delay in performance caused by matters beyond its reasonable control, including but not limited to war, rebellion, civil commotion, strikes, fire, explosion, earthquake, pandemics, government action, flood, or other acts of God (each, a "Force Majeure Event"). If a Force Majeure Event persists for more than sixty (60) consecutive days, either Party may terminate these Terms with immediate effect upon written notice.

14.4. Assignment. Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party, provided that the Company may assign its rights and obligations to a purchaser of all or substantially all of its assets or share capital.

14.5. Independent Contractors. The Parties are independent contractors. Neither Party shall be deemed an employee, agent, partner or legal representative of the other.

14.6. Waiver. The failure of either Party to require performance by the other of any provision shall not affect the right to require such performance thereafter; nor shall the waiver of a breach of any provision be taken as a waiver of the provision itself.

14.7. Severability. If any provision of these Terms is held to be contrary to law by a court of competent jurisdiction, such provision shall be modified to best accomplish the objectives of the original provision to the fullest extent permitted by law. The remaining provisions shall remain in full force and effect.

14.8. Notices. Notices will be issued via email to the addresses associated with the respective Party's accounts or as otherwise mutually agreed in writing.

14.9. Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire and exclusive agreement between the Parties with respect to the subject matter hereof, and supersede all prior agreements, understandings and arrangements. Any amendments to these Terms must be in writing and executed by both Parties, or effected through updates published by the Company on the Platform with reasonable prior notice to the Customer.