Terms of Service

1Definitions

AI Features:

Features that use artificial intelligence, machine learning, large language models, predictive models, optimization models, recommendation models, or similar technologies.

AI Outputs:

Content, rules, journeys, segments, recommendations, explanations, analyses, predictions, or other outputs generated by AI Features.

Authorized Users:

Employees, contractors, agents, or representatives authorized by Customer to access the Services.

Customer Data:

Data, content, prompts, files, records, configuration, messages, customer information, event data, Shopify data, integration data, and other materials submitted to or processed through the Services by or on behalf of Customer.

DPA:

Xenia's Data Processing Addendum at /dpa.

Order Form:

An order form, Shopify billing approval page, online registration, pricing page, statement of work, or other ordering document that references these Terms.

Xenia Technology:

The Services, software, workflows, models, algorithms, source code, object code, interfaces, designs, templates, documentation, and related intellectual property owned or licensed by Xenia.

2Access to the Services

Subject to this Agreement and payment of applicable fees, Xenia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term solely for Customer's internal business purposes. Customer is responsible for all Authorized User activity and must ensure Authorized Users comply with this Agreement.

Customer may not resell, sublicense, rent, lease, timeshare, or otherwise make the Services available to third parties unless Xenia expressly agrees in writing.

3Shopify App Terms

3.1 Installation and Permissions

For Shopify App Store installations, Customer must install, authorize, and approve the Xenia Shopify app through Shopify's authorized installation and permission flow. Customer authorizes Xenia to access and process Shopify data approved by Customer through Shopify permissions and app configuration. Xenia will use Shopify data only to provide, secure, support, and improve the Services as permitted by this Agreement, the Privacy Policy, the DPA, and applicable law.

3.2 Shopify Billing

For paid public Shopify App Store installations, app charges are billed through Shopify App Pricing, the Shopify Billing API, or another Shopify-approved billing method. The Shopify approval screen, Shopify admin, Xenia plan page, or applicable subscription flow will identify the plan, price, trial, usage limits, and billing cadence. Xenia does not receive payment card details for charges processed by Shopify.

3.3 Plan Changes, Cancellation, and Uninstall

Customer may upgrade, downgrade, cancel, or uninstall according to the Shopify App, Shopify admin, or applicable plan flow where supported. Uninstalling the app stops active Shopify app processing for that store. Xenia may retain limited data as described in the Privacy Policy, DPA, this Agreement, Shopify privacy webhook requirements, and applicable law.

3.4 Shopify Policies

Customer's use of the Shopify app must comply with Shopify's applicable terms, policies, app permissions, protected customer data requirements, and platform rules. Xenia is not responsible for Customer's violation of Shopify policies or for Shopify API, permission, billing, app-review, or platform changes.

4Direct and Enterprise SaaS Terms

If Customer purchases Xenia directly through an Order Form outside the Shopify App Store, the Order Form controls the subscription plan, pricing, payment method, service term, usage limits, support commitments, and any special terms. If there is a conflict between these Terms and an Order Form, the Order Form controls for that Customer only, except that the DPA controls for data processing matters unless expressly modified by a signed agreement.

5Acceptable Use

Customer shall not, and shall not permit Authorized Users to, use the Services unlawfully; violate third-party rights; send spam, phishing, smishing, or deceptive messages; use purchased, scraped, harvested, or rented lists unless legally permitted and properly consented; circumvent unsubscribe, opt-out, suppression, consent, or privacy controls; misrepresent message origin or content; upload malware; attempt unauthorized access; probe or test systems without written authorization; reverse engineer the Services; access the Services to build a competing product; scrape third-party platforms in violation of their terms; process sensitive personal information unless expressly permitted; use the Services for unlawful discrimination or unfair targeting; generate unlawful or harmful AI content; interfere with the Services; exceed usage limits; or avoid billing controls.

Xenia may suspend or restrict access if Customer violates this section or if continued access creates legal, security, reputational, platform, spam, privacy, or operational risk.

6Customer Responsibilities

Customer is responsible for maintaining account credentials securely; managing Authorized User access; configuring integrations correctly; ensuring Customer Data is accurate and lawful; obtaining all required rights, permissions, consents, and notices; maintaining a legally compliant privacy policy for its own customers; reviewing and approving AI Outputs before use; ensuring campaigns, journeys, offers, discounts, recommendations, and messages comply with law; honoring unsubscribe, opt-out, suppression, and privacy-rights requests; complying with Shopify, email, SMS, push, advertising, analytics, and other platform rules; maintaining backup copies of Customer Data where appropriate; and promptly notifying Xenia of unauthorized account access.

7Data Processing and Privacy

Customer retains all right, title, and interest in Customer Data. Xenia does not acquire ownership of Customer Data. For Customer Data that constitutes personal data, Customer is generally the controller or business, and Xenia is generally the processor or service provider. Xenia processes Customer Data only to provide the Services, as instructed by Customer, as described in this Agreement, the Privacy Policy and DPA, as required by law, or as necessary to protect the Services, users, and third parties.

The DPA at /dpa is incorporated into this Agreement where Xenia processes personal data on behalf of Customer. Xenia will not sell Customer Data, will not sell Shopify protected customer data, and will not use Customer Data for Xenia's own advertising or cross-context behavioral advertising. Unless Customer expressly opts in or separately agrees in writing, Xenia will not use Customer Data, Shopify protected customer data, prompts containing Customer Data, or AI Outputs generated from Customer Data to train general-purpose foundation models or Xenia models for other customers.

8AI Features

AI Features are tools to assist marketers. Customer remains responsible for reviewing, editing, approving, testing, and publishing all AI Outputs, journeys, rules, recommendations, offers, messages, and campaigns. No AI Output should be treated as legal, financial, medical, tax, or professional advice.

As between Xenia and Customer, Customer owns AI Outputs generated from Customer Data and Customer prompts, subject to Xenia's ownership of Xenia Technology and any restrictions under applicable law or third-party model terms. Xenia does not guarantee that AI Outputs will be accurate, complete, original, non-infringing, compliant, unbiased, or suitable for Customer's intended purpose. Customer may not use AI Features to generate unlawful, deceptive, fraudulent, discriminatory, harassing, infringing, or harmful content; make legally sensitive eligibility decisions without authorization; infer sensitive traits unlawfully; or send messages without legally required consent.

9Messaging Services

If Customer uses Xenia for email, SMS, MMS, push, in-app, WhatsApp, abandoned checkout, lifecycle, or other messaging, Customer is solely responsible for obtaining legally required consent, maintaining consent records, providing required disclosures, honoring opt-outs and unsubscribe requests, maintaining suppression lists, and complying with TCPA, CAN-SPAM, CASL, GDPR, UK GDPR, ePrivacy laws, US state privacy laws, carrier rules, provider rules, and other applicable laws and policies.

The Anti-Spam and Messaging Policy at /messaging-policy is incorporated into these Terms. Xenia may suspend messaging features if Customer's messaging activity creates compliance, deliverability, carrier, platform, reputational, or operational risk. Mobile phone numbers and SMS opt-in data may not be sold, rented, or shared for unrelated third-party marketing.

10Third-Party Integrations

The Services may integrate with Shopify, email providers, SMS providers, push providers, CMS platforms, CDPs, CRMs, analytics tools, advertising platforms, AI providers, recommendation engines, and other third-party services. Customer is responsible for complying with third-party terms and policies. Xenia is not responsible for third-party platforms, outages, policy changes, API changes, permission changes, data redactions, billing issues, or enforcement actions.

11Fees, Billing, Taxes, and Refunds

For Shopify App Store subscriptions, fees are charged through Shopify's billing systems and the applicable Shopify approval screen, plan page, or Shopify admin controls the approved subscription, billing cadence, trial, usage limits, and charges. For non-Shopify direct SaaS customers, Customer will pay all fees stated in the applicable Order Form. Unless the Order Form states otherwise, invoices are due within thirty (30) days of invoice date. Fees are exclusive of taxes unless stated otherwise. Fees are non-refundable except as required by law, stated in an Order Form, displayed in Shopify billing terms, or expressly approved by Xenia.

12Service Availability, Support, and Beta Features

Unless an Order Form or SLA states otherwise, Xenia provides the Services on a commercially reasonable efforts basis and does not guarantee uninterrupted availability. The Services may be unavailable due to maintenance, third-party failures, cloud provider outages, API changes, security incidents, or events outside Xenia's reasonable control. Beta, preview, early access, or experimental features are provided as-is, may be changed or discontinued at any time, may be incomplete, and should not be used for mission-critical or regulated workflows without appropriate safeguards.

13Ownership and Intellectual Property

Xenia and its licensors retain all rights in Xenia Technology. No rights are granted except as expressly stated in this Agreement. Customer owns Customer Data. Xenia may process Customer Data only as described in this Agreement, the Privacy Policy, DPA, and applicable Order Forms. If Customer provides suggestions, feedback, ideas, or improvement requests, Xenia may use them without restriction or compensation. Xenia may provide reusable templates, prompts, playbooks, journey structures, examples, and best-practice workflows; Xenia retains ownership of reusable templates and platform-level know-how, while Customer owns Customer-specific content and configurations created from Customer Data.

14Confidentiality

Each party may receive Confidential Information from the other. The receiving party will protect Confidential Information using reasonable care, use it only to perform this Agreement, and disclose it only to personnel, contractors, advisors, or subprocessors with a need to know and protective obligations. Confidentiality obligations do not apply to information that is public through no breach, already known without restriction, independently developed, or lawfully received from a third party. A party may disclose Confidential Information when required by law, provided it gives notice where legally permitted.

15Warranties and Disclaimers

Each party represents that it has authority to enter into this Agreement. Customer represents that it has all rights, consents, permissions, and legal bases required to use the Services and provide Customer Data, and that its use of the Services, campaigns, messages, offers, journeys, and AI Outputs will comply with applicable law and platform policies.

Except as expressly stated, the Services are provided as-is and as-available. Xenia disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. Xenia does not warrant that AI Outputs, recommendations, predictions, segments, rules, journeys, analytics, or messaging will produce any particular business outcome, revenue increase, conversion lift, deliverability rate, or compliance result.

16Indemnification

Xenia will defend Customer against third-party claims alleging that the Services, as provided by Xenia and used according to this Agreement, infringe a third party's intellectual property rights. Xenia has no obligation for claims arising from Customer Data, Customer instructions, AI Outputs, Customer modifications, third-party integrations, use outside the Documentation, or Customer's violation of law or platform policies.

Customer will defend Xenia against third-party claims arising from Customer Data, Customer campaigns, journeys, offers, discounts, messages, or AI Outputs, Customer's violation of law, Customer's violation of third-party platform policies, Customer's failure to obtain required consent, or Customer's use of the Services in breach of this Agreement.

17Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, even if advised of the possibility. Except for excluded claims, each party's total liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to Xenia for the Services in the twelve (12) months before the event giving rise to liability. For free trials or free plans, Xenia's total liability will not exceed one hundred dollars ($100). The liability cap does not apply to Customer's payment obligations, Customer's indemnification obligations, either party's gross negligence or willful misconduct, or liability that cannot legally be limited.

18Term, Termination, and Suspension

This Agreement begins when Customer first accepts it, installs the Shopify app, creates an account, approves a Shopify billing subscription, or signs an Order Form, and continues until terminated. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Xenia may terminate or suspend immediately for violations that create legal, security, platform, spam, privacy, or reputational risk.

Upon termination, Customer's access to the Services ends, Customer must stop using the Services, and fees owed through termination remain payable. Xenia will make Customer Data available for export for a limited period where commercially reasonable and legally permitted, and may delete, redact, anonymize, or retain data as described in the Privacy Policy, DPA, Shopify privacy webhook requirements, and applicable law.

19Arbitration, Governing Law, and Disputes

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve disputes through business escalation for at least thirty (30) days, except for urgent injunctive relief, misuse, non-payment, confidentiality breaches, intellectual property claims, security incidents, or claims where delay would cause irreparable harm.

Unless a signed Order Form states otherwise or applicable law requires another forum, any unresolved dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration seated in San Francisco, California, under commercially reasonable arbitration rules selected by Xenia, such as JAMS or AAA Commercial Arbitration Rules. The arbitrator may award individual relief but may not conduct class, collective, representative, or consolidated proceedings unless both parties agree in writing. Judgment on the arbitration award may be entered in any court with jurisdiction. Either party may seek injunctive or equitable relief in state or federal courts located in San Francisco County, California to protect intellectual property, confidentiality, security, or platform integrity.

20Changes to These Terms

Xenia may update these Terms from time to time. For material changes, Xenia will provide notice through the Services, by email, or by other reasonable means. Changes become effective on the date stated in the notice or updated Terms. If Customer continues using the Services after changes take effect, Customer accepts the updated Terms. If Customer does not agree, Customer must stop using the Services. Order Forms may only be amended as stated in the applicable Order Form.

21Miscellaneous

Neither party may assign this Agreement without the other party's consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond reasonable control. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest of the Agreement remains in effect. Failure to enforce a provision is not a waiver. This Agreement, the Privacy Policy, DPA, Order Forms, Shopify billing approvals, and incorporated policies form the entire agreement between the parties regarding the Services.

22Contact and Related Legal Documents

For legal questions, contact info@xeniamartech.com. You may also contact Punsri Abeywickrema at punsri@xeniamartech.com. Mail may be sent to 530 30th Avenue, San Francisco, CA 94121.

Privacy Policy:

Public privacy notice for website, Shopify app, AI processing, cookies, customer rights, and data sharing.

Terms of Service:

Main contract terms for SaaS, Shopify app, AI features, billing, use restrictions, liability, and arbitration.

Data Processing Addendum:

Processor/service provider terms for Customer Data, Shopify protected customer data, privacy requests, and transfers.

Security:

Technical and organizational measures used to protect Customer Data.