Probat AI Inc. Terms of Service

These Terms of Service ("Terms") govern access to and use of the websites, applications, dashboards, APIs, hosted pages, scripts, the Probat Shopify app, and related services operated by Probat AI Inc. ("Probat AI," "Company," "we," "us," or "our") (collectively, the "Services"). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Company Information

2. Acceptance and Authority

2.1 Acceptance. By creating an account, clicking acceptance, or using the Services, you agree to these Terms.

2.2 Authority. If you use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity. In that case, "you" and "Customer" refer to that entity.

3. Definitions

"Account"

means your Probat AI account.

"Authorized Users"

means individuals permitted to access the Services under your Account.

"Customer Data"

means data, content, imported pages, brand assets, events, metrics, configurations, files, prompts, advertising platform data, Shopify store data, mailing lists, integration data, and other information submitted to, transmitted through, or processed by the Services in connection with your use.

"End User Data"

means information relating to users of Customer's product or service that Customer provides to the Services or that is processed through Customer's implementation.

"AI Outputs"

means page content, copy, images, layouts, suggestions, recommendations, reports, or other outputs generated by AI or automation features of the Services.

"Order Form"

means an ordering document, online checkout, statement of work, or other ordering instrument referencing these Terms.

"Free Services"

means free tier, free trial, beta access, waitlist access, promotional access, or any unpaid use.

"Documentation"

means the technical and product documentation made available by Probat AI.

4. Eligibility

You must be at least 18 years old and legally capable of entering into these Terms. You may not use the Services if you are prohibited from doing so under applicable law.

5. Description of Services

Probat AI provides a landing page personalization platform. It may include: importing and editing pages from your website, generating a version of a page for each ad you run, publishing and hosting those pages (including publishing pages into a Shopify store you connect), measuring page views, clicks, form submissions, and purchases, running tests, forwarding conversions to your advertising platforms, and printing and mailing campaign cards.

The Services are provided as tooling and decision support. Probat AI does not act as your agent, fiduciary, or decision-maker.

6. Accounts and Security

6.1 Account Responsibility. You are responsible for all activity under your Account and for actions of your Authorized Users.

6.2 Credentials. You must safeguard credentials, tokens, API keys, and integration secrets.

6.3 Notification. You must promptly notify us of unauthorized access or security incidents involving your Account.

7. Free Tier and Free Trial

7.1 Free Services Are As-Is. Free Services are provided strictly on an "AS IS" and "AS AVAILABLE" basis and may include limitations, reduced support, reduced reliability, and reduced features.

7.2 Modification and Discontinuation. We may modify, limit, suspend, or discontinue Free Services at any time without notice or liability.

7.3 No SLA. Free Services include no service level commitments, uptime guarantees, or support obligations.

8. Fees, Billing, and Taxes

8.1 Paid Plans. Fees, usage limits, and subscription terms are stated in the applicable plan or Order Form.

8.2 Payment. You authorize us to charge your payment method or invoice you.

8.3 Taxes. Fees exclude taxes. You are responsible for applicable taxes, excluding taxes on our net income.

8.4 Nonpayment. We may suspend or terminate Services for nonpayment.

9. Acceptable Use and Restrictions

You may not, and may not allow others to:

• 9.1 Illegal Use. Use the Services in violation of law or third-party rights.
• 9.2 Security Abuse. Probe, scan, or attempt to breach security or access non-public areas.
• 9.3 Disruption. Interfere with or disrupt the Services, including exceeding rate limits.
• 9.4 Malware. Upload or transmit malware or harmful code.
• 9.5 Competitive Use and Benchmarking. Use the Services to benchmark, reverse engineer, train competing AI systems, or build a competing product or service without our prior written consent.
• 9.6 Misrepresentation. Misrepresent identity, affiliation, or the source of Customer Data.

We may suspend or terminate access for violations or suspected abuse.

10. Customer Data and Responsibilities

10.1 Ownership. As between the parties, Customer retains ownership of Customer Data.

10.2 Your Responsibilities. You represent and warrant that you have all rights, permissions, and lawful bases to collect, use, and provide Customer Data and End User Data to Probat AI, including required notices and consents.

10.3 License to Provide Services. You grant Probat AI and its subprocessors a worldwide, non-exclusive license to host, store, reproduce, transmit, modify, and process Customer Data as necessary to provide, maintain, secure, and support the Services and as described in these Terms.

10.4 Sensitive Data Prohibition. Unless we agree in a signed writing, you will not submit regulated sensitive data such as protected health information subject to HIPAA, payment card data subject to PCI DSS, or government identification numbers.

11. AI Training, Model Improvement, and Data Usage

11.1 Training Permission. You expressly agree that Probat AI may use Customer Data, including imported pages, brand assets, ad creative, variant results, prompts, configurations, usage patterns, advertising platform data, and integration data, to operate, improve, train, fine-tune, validate, and evaluate our models and automation systems and to develop new products and features, subject to the exclusions in Section 11.6.

11.2 Aggregation and De-Identification. We may create aggregated or de-identified datasets and use them for analytics, benchmarking, research, marketing insights, product development, and model training. Aggregated or de-identified data is not Customer Confidential Information.

11.3 Advertising Platform Data. When you connect advertising platforms, Customer Data may include ad account metadata, campaign/ad/ad set information, ad creative content, destination URLs, audience and targeting settings, keywords, interests, behaviors, demographic targeting attributes, performance metrics, and experiment outcomes. You authorize Probat AI to use this data to provide personalization, measure results, improve recommendations, and train/evaluate Probat AI's models and automation systems.

11.4 Cross-Customer Model Improvement. We do not use raw Customer ad-platform data to build public profiles of end users. Where used for cross-customer model improvement, benchmarking, or research, we use aggregated, de-identified, or derived signals unless otherwise agreed with you.

11.5 No Re-Identification. We will not attempt to re-identify de-identified data except for security, integrity testing, or compliance purposes.

11.6 Purpose Limitation for End User Data. End User Data, order data from your Shopify store, and the personal data of recipients of your mailed campaigns are used only to provide the Services to you and to produce aggregated, de-identified statistics. They are not used to train or evaluate models, are not used for other customers, and are not sold or shared.

12. AI Outputs and Hallucinations

12.1 Probabilistic Nature. AI Outputs are probabilistic and may be inaccurate, incomplete, misleading, or contain defects.

12.2 Hallucinations. You acknowledge that AI systems may hallucinate or generate incorrect or fabricated outputs, including page copy, images, recommendations, or interpretations.

12.3 No Guarantee. Probat AI makes no guarantee regarding accuracy, reliability, safety, legality, or suitability of AI Outputs.

13. User Review and Decision Responsibility

13.1 Human Oversight Required. You are solely responsible for reviewing and approving AI Outputs before they are published, including their accuracy, claims, and compliance with the policies of the platforms you advertise or sell on.

13.2 Final Decisions Are Yours. All design, content, product, and business decisions remain solely yours. Probat AI is a tool and does not assume decision-making responsibility.

14. Publishing

14.1 Publishing Is Yours. Pages go live when you, or automations you enable, publish them. You are responsible for their content and for compliance with the policies of every platform they touch, including your advertising platforms and Shopify.

14.2 Automatic Publishing. Some workflows publish automatically, for example a page after import or a personalized version after approval. You can review, edit, and unpublish at any time.

14.3 Shopify Themes. When you publish a page into a Shopify store, Probat AI writes files into that store's theme and creates or updates store pages on your behalf. You are responsible for reviewing the result in your store.

15. Scripts, Apps, and Client Components

15.1 Included in Services. Any scripts, tags, the tracking snippet embedded in pages we host or publish, the Probat Shopify app and any theme extension it installs, and similar components we provide (collectively, "Client Components") are part of the Services and are provided under these Terms.

15.2 Integration Risk. You are solely responsible for the configuration and use of Client Components in your environment, including compatibility with your website, store theme, other apps, and security practices.

15.3 Updates and Deprecation. We may update, change, deprecate, or discontinue Client Components at any time.

15.4 No Warranty. Client Components are provided "AS IS" and may contain defects or vulnerabilities. You assume all risks arising from their use.

16. Third-Party Integrations

16.1 Integrations. The Services may integrate with third-party platforms (for example Meta, Google, TikTok, and Pinterest advertising platforms, Shopify, and analytics tools).

16.2 No Responsibility for Third Parties. We are not responsible for third-party availability, security, performance, or failures. Your use of third-party services is governed by their terms.

17. Confidentiality

17.1 Confidential Information. Each party may receive confidential information from the other. The receiving party will protect it with reasonable care and use it only to perform under these Terms.

17.2 Exclusions. Confidentiality obligations do not apply to information that is public, independently developed, rightfully obtained without breach, or required to be disclosed by law.

18. Intellectual Property

18.1 Our IP. Probat AI and its licensors own all rights in the Services, Documentation, and underlying technology.

18.2 License to You. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during your subscription term, subject to these Terms.

18.3 Reservation of Rights. All rights not expressly granted are reserved.

19. Feedback

If you provide feedback, you grant Probat AI a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without compensation or obligation.

20. Privacy

Our processing of personal information is described in our Privacy Policy, which is incorporated by reference. Where we process personal data on your behalf as a processor, our Data Processing Addendum also applies. If you process End User Data using the Services, you are responsible for providing notices and obtaining consents required by law.

21. Security

21.1 Safeguards. We maintain reasonable administrative, technical, and organizational measures designed to protect the Services.

21.2 No Perfect Security. You acknowledge that no system is perfectly secure. You are responsible for securing credentials and implementing appropriate safeguards in your environment.

22. Beta and Experimental Features

22.1 Experimental Nature. Certain features may be beta, experimental, autonomous, or early-stage and may contain bugs, defects, or inconsistent behavior.

22.2 No Commitments. Beta and experimental features are provided without warranties, uptime guarantees, or service levels.

22.3 At Your Risk. Use of beta or experimental features is at your sole risk.

23. No Warranty of Outcomes

We do not guarantee conversion improvements, revenue increases, performance gains, statistical validity, or any particular business result. Any examples, case studies, projections, or estimates are illustrative only.

24. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

25.1 AI and Automation Liability Exclusion. PROBAT AI SHALL HAVE ZERO LIABILITY FOR ANY DAMAGES ARISING FROM AI-GENERATED CODE, AUTOMATED EXPERIMENTS, OR MODEL-GENERATED OUTPUTS, WHETHER USED IN DEVELOPMENT, STAGING, OR PRODUCTION ENVIRONMENTS.

25.2 Customer Deployment Liability Exclusion. UNDER NO CIRCUMSTANCES SHALL PROBAT AI INC. BE LIABLE FOR ANY DAMAGES RESULTING FROM AI-GENERATED CODE, AUTOMATED EXPERIMENTS, OR MODEL-DRIVEN PRODUCT CHANGES DEPLOYED BY THE CUSTOMER.

25.3 No Indirect Damages. We will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business interruption, or data.

25.4 Liability Cap. Our total aggregate liability for all claims in any 12-month period will not exceed the amounts paid or payable by you for the Services in the 12 months preceding the event giving rise to the claim. If you use Free Services, our total aggregate liability will not exceed $100.

25.5 Basis of Bargain. You acknowledge these limitations are a fundamental basis of the bargain and will apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

26. Indemnification

You agree to indemnify, defend, and hold harmless Probat AI from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your Customer Data or End User Data
• Your use of the Services, including use of AI Outputs
• Your approval, merging, deployment, or rollback of code or experiments
• Your violation of law, regulation, or third-party rights
• Your products or services and your relationship with End Users

27. Dispute Resolution, Arbitration, and Class Action Waiver; Miscellaneous

27.1 Informal Resolution. Before filing a claim, you agree to contact us at legal@probat.ai and attempt to resolve the dispute informally for 30 days.

27.2 Binding Arbitration. Except for claims eligible for small claims court and requests for injunctive relief for unauthorized access, IP misuse, or confidentiality breach, any dispute arising from these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules.

27.3 Class Action Waiver. YOU AND PROBAT AI AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

27.4 Time Limit. To the maximum extent permitted by law, any claim must be brought within one year of the event giving rise to the claim or it is permanently barred.

27.5 Governing Law. These Terms are governed by the laws of the State of Delaware, excluding conflict of laws rules.

27.6 Assignment. We may assign these Terms without restriction. You may not assign without our prior written consent.

27.7 Severability. If any provision is unenforceable, the remaining provisions remain in effect.

27.8 No Waiver. Failure to enforce a provision is not a waiver.

27.9 Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control.

27.10 Notices. Notices to Probat AI must be sent to legal@probat.ai and will be deemed given when received. We may provide notices to you via email, in-app, or by posting to the Services.

27.11 Entire Agreement. These Terms, together with any Order Form and incorporated policies, are the entire agreement regarding the Services and supersede prior agreements on the subject.

27.12 Order of Precedence. If there is a conflict between these Terms and an Order Form, the Order Form controls only for pricing, plan limits, and commercial terms.