merchi.ai END USER LICENSE AGREEMENT

Last updated 7 October 2026

Preamble

This End User License Agreement (“EULA” or “Agreement”) constitutes a legally binding contract between the individual or entity accessing or using the Service (“You” or “User”) and merchi.ai Limited, a company registered in England and Wales (company number 16246476), the provider of the merchi.ai service (“Company,” “We,” “Us,” “Our”). This Agreement governs Your access to and use of the merchi.ai website, platform, application programming interfaces (APIs), and any related software, services, features, content, and documentation provided by the Company (collectively, the “Service”). This document establishes the legal framework defining the rights and obligations of both parties concerning the use of the Service.

1. Acceptance of Terms

The Service is provided for business use only. By accepting this EULA You confirm that You are acting for purposes relating to Your trade, business, craft or profession and not as a consumer. If You are an individual, You confirm that You are using the Service for a business You carry on.

By accessing, registering for, or using the Service in any manner, You agree to be bound by all the terms and conditions of this EULA. You acknowledge that the Company’s Privacy Policy, available at https://merchi.ai/privacy (the “Privacy Policy”), explains how we use personal data, and that where applicable the Data Processing Agreement, available at https://merchi.ai/dpa (the “DPA”), governs the processing of personal data on Your behalf. The act of clicking “I accept” or similar assent during registration, or Your continued use of the Service, signifies Your binding acceptance of this EULA. If You do not agree to these terms, You must not access or use the Service.

If You are entering into this EULA on behalf of a company, organisation, or other legal entity (“Entity”), You represent and warrant that You have the legal authority to bind that Entity to these terms. In that case, “You” and “User” refer to that Entity. If You do not have such authority, You must not accept this EULA and may not use the Service.

merchi.ai reserves the right to modify this EULA at any time. Where changes are material, merchi.ai will give at least 30 days’ notice by posting a notification on the Service, sending an email to the address associated with Your account, or other appropriate means. Your continued use of the Service after the notice period constitutes Your acceptance of the modified terms. If You do not agree to the modified terms, You must discontinue use before the changes take effect.

2. Definitions

For the purposes of this EULA, the following terms shall have the meanings ascribed below:

“Service”: As defined in the Preamble.
“User”: Any individual acting in a business capacity, or any entity, that accesses, registers for, or uses the Service.
“Account”: The user-specific account created by a User to access and use certain features of the Service.
“Customer Data”: Any data, text, prompts, code, images, information, or other content submitted, posted, transmitted, or otherwise provided by the User to or through the Service, including any URLs provided for web scraping or data extraction.
“Output Data”: Any data, text, images, code, analyses, summaries, or other content created, generated, or returned by the Service based on, or in response to, Customer Data.
“Company IP”: All intellectual property rights, title, and interest in and to the Service, including the underlying artificial intelligence models, algorithms, software (source and object code), technology, databases, designs, user interfaces, “look and feel,” Documentation, trademarks, service marks, logos, trade names, and branding, excluding Customer Data and subject to the licence granted for Output Data as specified in this EULA.
“Misuse”: Any action or omission by a User that violates the terms of this EULA, particularly the restrictions outlined in Section 8 (Acceptable Use and Restrictions).
“Subscription Term”: The specific period during which a User is authorised to access and use the Service, as defined by a paid subscription plan.
“Free Trial Period”: As defined in Section 5.
“Documentation”: Online help, training materials, how-to documents and explanatory materials relating to the Service, accessible at https://merchi.ai/help and within the Service, as updated from time to time.
“Confidential Information”: As defined in Section 10.
“Data Protection Laws”: All laws relating to the processing of personal data and privacy that apply to a party in connection with this EULA, including: (a) the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), each as amended (including by the Data (Use and Access) Act 2025); (b) where applicable, Regulation (EU) 2016/679 (the “EU GDPR”), Directive 2002/58/EC and national laws implementing or supplementing them; and (c) to the extent applicable, guidance and codes of practice issued by the Information Commissioner or any other relevant supervisory authority; in each case as amended, replaced or superseded from time to time.

3. License Grant

Subject to Your strict compliance with all terms and conditions of this EULA, the Company hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the applicable Subscription Term or Free Trial Period (as applicable), solely for Your internal business purposes, and strictly in accordance with this EULA and any accompanying Documentation.

This EULA constitutes a license agreement for use only and does not represent a transfer of ownership. You acknowledge and agree that the Service is licensed, not sold, to You. The Company, along with its licensors, retains all right, title, and interest in and to the Company IP.

4. Account Registration and Security

Access to certain features of the Service may require You to register for an Account. You agree to provide accurate, current, and complete information during registration and to update it promptly.

You are solely responsible for maintaining the confidentiality of Your Account password and credentials and for all activities under Your Account. You agree to notify the Company immediately of any suspected or actual unauthorized use of Your Account or any other security breach. The Company shall not be liable for any loss arising from Your failure to comply with these security obligations.

5. Free Trial

5.1. Free Trial Period. The Company may offer a free trial of the Service for a period of up to thirty (30) days from the date of Account registration (the “Free Trial Period”). The Company reserves the right to modify or discontinue the Free Trial Period at any time, at its sole discretion.

5.2. Free Trial Conditions. During the Free Trial Period, the Service is provided “as is” and “as available,” without any warranty or availability commitment whatsoever. Section 14 applies during the Free Trial Period.

5.3. End of Free Trial. At the end of the Free Trial Period, unless You subscribe to a paid plan, Your access to the Service may be suspended or terminated. Customer Data and Output Data associated with Your Account may be deleted following reasonable notice from the Company. It is Your responsibility to export any data You wish to retain before the end of the Free Trial Period.

6. Fees and Payment Terms

Access to certain tiers or features is subject to fees as described on the Company’s pricing page (https://merchi.ai/pricing) or Your specific Commercial Agreement.

Fees are billed in advance on a recurring basis (monthly or annually, as selected at sign-up). You must provide valid payment information and authorise the Company to charge applicable fees.

Auto-Renewal: Unless You cancel Your subscription before the end of the current Subscription Term, Your subscription will automatically renew for an additional period equal to the expiring term. The notice required to cancel is:

Monthly plans: before the end of the current billing period.
Annual plans: at least 30 days before the end of the current Subscription Term.

You may cancel via Your account management page or by contacting support. merchi.ai will endeavour to send a reminder notice to the email address associated with Your Account before charging for renewal of an annual subscription. You authorise merchi.ai to charge the applicable renewal fees using the payment method on file.

Fee changes: merchi.ai reserves the right to modify fees. Any fee changes will be communicated with at least 30 days’ notice and will take effect at the start of the next billing period following the notice period. Your continued use after the fee change takes effect constitutes Your agreement to pay the modified amount. If You do not agree to the fee change, You may cancel Your subscription before the change takes effect.

Taxes: Fees are exclusive of Taxes. You are responsible for paying all Taxes associated with Your purchases, excluding taxes based solely on merchi.ai’s net income.

Refunds: Unless otherwise explicitly stated or required by applicable law, all fees paid are non-refundable.

7. Customer Data and Output Data

7.1. User Responsibility for Customer Data: You are solely responsible for Your Customer Data, including its legality, accuracy, reliability, and intellectual property compliance. You represent and warrant that You own or have the necessary rights to submit Customer Data and grant the licenses herein, and that Your Customer Data does not violate any laws or third-party rights. You agree not to submit unlawful, defamatory, obscene, harmful, or infringing content, nor sensitive personal information unless explicitly permitted and handled according to applicable law and Company policy.

7.2. Ownership and Rights in Output Data: As between You and merchi.ai, You own all right, title, and interest in the Output Data You create through Your use of the Service. merchi.ai hereby assigns to You all right, title, and interest in and to that Output Data. You are granted full rights to publish, deploy, distribute, and commercialise Output Data on Your e-commerce storefronts, digital channels, and marketing materials. You shall not aggregate and resell raw Output Data as a standalone data product or data service to third parties.

You acknowledge that Output Data is generated by AI and may contain inaccuracies, errors, or content similar to that generated for other users. Output Data does not include, and merchi.ai is not responsible for, the price of any product. merchi.ai makes no guarantee regarding the accuracy, reliability, completeness, suitability, uniqueness, or legality of Output Data.

You acknowledge that Output Data may not qualify for intellectual property protection in all jurisdictions. merchi.ai does not guarantee Your ability to secure or enforce exclusive rights over Output Data and is not liable for claims that Your use infringes third-party rights.

You are responsible for reviewing, evaluating, and validating all Output Data before any use or reliance. You assume all risks associated with its use and must ensure Your use complies with applicable laws, regulations, and third-party rights. Your rights in Output Data survive termination of this EULA.

7.3. License Granted by User to Company:

(a) To Operate the Service: You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, transfer, process, analyse, modify, reproduce, adapt, and transmit Your Customer Data solely as reasonably necessary to operate, provide, maintain, and secure the Service.

(b) For Service Improvement: You grant the Company a non-exclusive, royalty-free, worldwide license to anonymise and aggregate Customer Data and Output Data with other data, including the data of other users, so that the result does not include any data that would enable the identification of You, Your clients, or any individual, company or organisation (“Aggregated Data”), and to use Aggregated Data for the purposes of: (i) developing and improving the Service and other products and services of the Company; (ii) benchmarking industry practices, including creating and making available to You analyses of Your usage of the Service, and creating and making publicly available anonymous market, trend and usage analyses; and (iii) training, improving and tuning machine learning models used within the Service. The Company does not currently use Customer Data or Output Data for the purpose in limb (iii), and will give You at least 30 days’ notice before it first does so. You may opt out of any use under this Section 7.3(b) by emailing privacy@merchi.ai, and the Company will stop such use of Your data within 30 days. An opt-out does not require the Company to withdraw Aggregated Data already incorporated into analyses or models before the opt-out took effect.

(c) Feedback: Any Feedback You provide grants the Company an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to use and exploit such Feedback without obligation or compensation to You.

8. Acceptable Use and Restrictions

8.1. General Prohibitions: You agree not to (and not permit any third party to):

Use the Service for illegal or fraudulent purposes.
Infringe intellectual property, privacy, or other rights.
Transmit defamatory, obscene, hateful, discriminatory, or otherwise objectionable content.
Generate content promoting violence, self-harm, or harassment.
Transmit spam or unsolicited promotions.
Impersonate others or misrepresent affiliation.
Upload viruses, malware, or harmful code.
Attempt unauthorized access to the Service, accounts, or systems.
Interfere with or disrupt the Service or its infrastructure.
Use unauthorized automated means (bots, scrapers) to access the Service (excluding public search engine indexing).
Reverse engineer, decompile, or attempt to access source code (except as permitted by law).
Modify, translate, or create derivative works of the Service itself.
Use the Service or Output Data to create or improve competing products/services without consent.
Use the Service for high-risk activities where failure could lead to death, injury, or severe damage, without a separate written agreement.

8.2. Web Scraping and Data Extraction. Where the Service performs web scraping or data extraction from URLs You provide:

(a) You are solely responsible for ensuring that You have all necessary legal rights, permissions, or licences to access and extract data from such third-party websites.

(b) You shall ensure that any scraping activities comply with the target website’s terms of use, robots.txt files, and applicable law.

(d) The Company reserves the right to suspend or cease scraping activities targeting specific URLs if notified of, or if the Company reasonably suspects, any actual or potential violation of third-party rights or applicable law.

(e) You shall defend, indemnify, and hold harmless the Company against any claims arising from Your unauthorized access, crawling, scraping, or data extraction from third-party websites, including any alleged violation of such third party’s terms of service, robots.txt files, or proprietary rights.

8.3. Definition of Misuse: “Misuse” includes: (i) any violation of Section 8.1; (ii) use consuming excessive resources or significantly exceeding normal usage patterns (potentially detailed in a separate Fair Use Policy); (iii) attempts to circumvent security or usage limits; (iv) use not expressly authorized by this EULA.

8.4. Restriction on Resale of Output Data: You are prohibited from distributing, selling, reselling, licensing, or otherwise commercially exploiting the raw Output Data as a dataset or standalone data product to third parties. This does not prevent You from incorporating Output Data into Your own work as permitted by Section 7.2 and this EULA.

Acceptable Use Summary Table

To aid understanding, the following table summarises key permitted and prohibited activities:

Permitted Activities	Prohibited Activities
Accessing and using the Service for business purposes (as per subscription or Free Trial).	Engaging in any illegal, fraudulent, or harmful activities.
Submitting Customer Data for processing by the Service (subject to Section 7.1 responsibilities).	Infringing intellectual property or other rights of merchi.ai or third parties.
Using Output Data according to the rights in Section 7.2 (for example incorporating into Your work, marketing, or e-commerce storefronts).	Transmitting objectionable, hateful, or harmful content.
Providing feedback to merchi.ai.	Reverse engineering, decompiling, or attempting to access source code.
Using the Service’s web scraping features for URLs You have the right to access (Section 8.2).	Modifying, creating derivative works of, or copying the Service itself.
	Using automated means (bots, scrapers not provided by the Service) without permission.
	Interfering with or disrupting the Service or its infrastructure.
	Developing competing products using the Service or its Output Data.
	Distributing, selling, or reselling raw Output Data as a standalone data product to third parties.
	Exceeding fair usage limits or otherwise engaging in Misuse (Section 8.3).
	Circumventing security measures or usage restrictions.
	Using the Service for high-risk activities without express written permission.
	Scraping websites without necessary rights or in violation of their terms of use (Section 8.2).

This table provides a summary for convenience; the full text of Section 8 governs acceptable use.

9. Intellectual Property Rights

The Company and its licensors own all rights, title, and interest in the Company IP. This EULA grants only the limited license in Section 3. You retain ownership of Your original Customer Data, subject to the licenses granted herein. Your rights in Output Data are limited to the license in Section 7.2; the Company makes no representation regarding Your ability to claim exclusive IP rights in Output Data. The Company respects IP rights and will respond to valid infringement notices.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) designated as confidential or reasonably understood as such. Company Confidential Information includes non-public aspects of the Service and Company IP. User Confidential Information may include non-public Customer Data designated as confidential. Exclusions apply for publicly known info, prior knowledge, third-party disclosure without breach, or independent development.

The Recipient agrees to protect Confidential Information with reasonable care (at least the same care as its own), use it only for EULA purposes, and limit access to personnel needing access under confidentiality obligations no less stringent than these. Disclosure compelled by law is permitted with prior notice to Discloser (if legally allowed) and reasonable assistance.

11. Data Privacy

11.1. The Privacy Policy (https://merchi.ai/privacy) explains how the Company collects and uses personal information where it acts as a controller. It does not form part of this EULA.

11.2. Where the Service involves the processing of personal data (as defined in Data Protection Laws) by the Company on behalf of You, the Data Processing Agreement (https://merchi.ai/dpa) (the “DPA”) shall apply and is incorporated herein by reference. The DPA sets out the parties’ obligations in respect of such processing, including the Company’s obligations as a data processor. To the extent that Customer Data includes personal data, the Company shall process such personal data only as a processor on Your documented instructions and in accordance with the DPA and Data Protection Laws. In the event of any conflict between this EULA and the DPA in respect of the processing of personal data, the DPA shall prevail.

11.3. While the Company implements security measures, absolute security cannot be guaranteed.

12. Term and Termination

12.1 Term. This EULA commences upon acceptance and continues until terminated. Paid subscriptions have an initial term and renew automatically in accordance with Section 6. Free trials are subject to Section 5.

12.2 Termination by You. You may terminate this EULA by cancelling Your subscription in accordance with Section 6 and ceasing all use of the Service.

12.3 Termination or suspension by the Company for cause. The Company may suspend or terminate Your Account and this EULA by notice to You: (a) immediately, if You commit a material breach of this EULA (including Misuse) that is not capable of remedy, or that You fail to remedy within 14 days of being notified of it; (b) if You fail to pay any fees within 14 days after they fall due; (c) immediately, where required to do so by law; or (d) for free accounts only, after 90 days of inactivity. The Company may also suspend Your access without notice where it reasonably considers this necessary to protect the security or integrity of the Service, and will restore access once the issue is resolved.

12.4 Termination by the Company without cause. The Company may terminate this EULA for any other reason, including discontinuing the Service, by giving You at least thirty (30) days’ written notice.

12.5 Effect of termination. On termination: (a) all licences granted to You under this EULA end, and You must stop using the Service; (b) You must destroy any Company materials in Your possession; (c) if the Company terminates under Section 12.3(c) for reasons not caused by You, or under Section 12.4, the Company will refund any fees You have prepaid for the period after termination, and otherwise no fees are refundable except where required by law; (d) the Company may delete Your Customer Data and Output Data in accordance with the DPA and the Privacy Policy; and (e) any fees accrued before termination remain payable.

12.6 Survival. Sections 6 (in respect of fees accrued before termination), 7.2, 7.3(c), 8.2(e), 9, 10, 12.5, 12.6, 13, 14, 15, 16 and 17 survive termination of this EULA.

13. Warranty Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXCLUDES ALL WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Nothing in this Section 13 excludes any term that cannot be excluded by law.

14. Limitation of Liability

Nothing in this EULA shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under English law.

SUBJECT TO THE FOREGOING PARAGRAPH, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL OR USE, AND LOSS OF DATA EXCEPT TO THE EXTENT CAUSED BY THE COMPANY’S BREACH OF THE DPA) ARISING OUT OF OR RELATING TO THIS EULA OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE OR OUTPUT DATA.

SUBJECT TO THE FIRST PARAGRAPH OF THIS SECTION 14, THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED POUNDS STERLING (£100).

THE PARTIES ACKNOWLEDGE THESE LIMITATIONS ARE FUNDAMENTAL TO THE BARGAIN.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

(a) Your Customer Data, including any claim that it infringes or violates third-party rights; (b) Your breach or violation of any term of this EULA; (c) Your violation of any applicable law, rule, or regulation; (d) Your specific use, modification, or distribution of Output Data in a manner that causes harm or infringes third-party rights (distinct from claims regarding the inherent nature of the raw Output Data provided by the Service); (e) Any unauthorized access to or use of the Service through Your Account credentials due to Your negligence or breach of security obligations; or (f) Your unauthorized access, crawling, scraping, or data extraction from third-party websites (including any alleged violation of such third party’s terms of service, robots.txt files, or proprietary rights).

The Company reserves the right to assume exclusive defense and control of any matter subject to indemnification by You, at Your expense, and You agree to cooperate. You agree not to settle any matter without the Company’s prior written consent.

16. Governing Law and Dispute Resolution

This EULA shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA (including non-contractual disputes).

17. Miscellaneous

Relationship with Master Subscription Agreement: Where You have entered into a Master Subscription & Professional Services Agreement with merchi.ai (the “MSA”), the MSA shall take precedence over this EULA to the extent of any conflict or inconsistency. This EULA governs self-serve access to the Service where no MSA is in place.
Entire Agreement: This EULA and the DPA constitute the entire agreement between You and merchi.ai regarding the Service, superseding all prior agreements. Where You have entered into a Commercial Agreement and MSA with merchi.ai, those documents form part of the entire agreement and take precedence over this EULA to the extent of any conflict.
Severability: If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, deleted. The remaining provisions shall continue in full force and effect.
No Waiver: Failure by merchi.ai to enforce any right or provision shall not constitute a waiver of that right or provision.
Assignment: You may not assign this EULA without merchi.ai’s prior written consent. merchi.ai may assign its rights and obligations on written notice to You, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices: Notices to You will be sent to the email address associated with Your Account or via a notification within the Service. Notices to merchi.ai: MERCHI.AI LIMITED, 128 City Road, London, EC1V 2NX and/or legal@merchi.ai.
Relationship: No agency, partnership, or joint venture is created between the parties by this EULA.
Third-party rights: A person who is not a party to this EULA has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Force Majeure: merchi.ai is not liable for delays or failures due to causes beyond its reasonable control, including acts of God, government action, pandemics, or failures of AI model providers or internet service providers.
Governing law: This EULA is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact: Questions about this EULA? Contact legal@merchi.ai.