AIME

AIME Terms of Service

1 DEFINITIONS

In these terms:

AIME Account means the account created through Shopify and maintained to access and use (among other things) the Service, including any login credentials, settings, and any data, content or Materials associated with that account.

AIME App means the AIME App downloadable from the Shopify App Store, which provides the Client and/or AIME User access to the Service.

AIME User means all individuals who have authorised access to or use the AIME Account (or other corresponding AIME Accounts), including both Merchant Users and Store Users.

API means Application Programming Interface.

Aura means Aura Labs Pty Ltd (ABN 50 147 895 99).

Authorised Payment Method has the meaning given in clause 4.2.

Content means the content, materials, resources and information on or available within all or any of the Platforms.

Customer means the Client’s customer who accesses or uses their Store.

Client means the Store Owner paying for an AIME Account.

Fees has the meaning given in clause 4.1.

GST has the meaning given by clause 4.3

Materials has the meaning given in clause 8.8.

Merchant User means the Client or an individual authorised by the Client to manage their AIME Account.

Other Sites has the meaning given in clause 5.14.

Platforms means the AIME App, the Service and any of our other products and services.

Privacy Policy means the AIME Privacy Policy, as updated from time to time, which is available at https://aime.app/privacy or any replacement URL notified by Us.

Service means the plug-in service contained in the AIME App, which serves as a plug-in to the Shopify service and can redesign the user-interface of the Client’s application, and any such other services offered by Aura referred to in these Terms. The Service includes some or all of the following: UI editor, AIME Live (session based recommendations), AIME Tag (inventory tagging), AIME Search (a new search experience), AIME Flow (the ability to automate collections of items based on semantic similarity), AIME Memory (deeper level personalisation that includes consumer historic behaviours) and AIME Reach (EDM campaign tools).

Shopify “Acceptable Use Policy” means the policy published by Shopify Inc. (and its affiliates), as updated from time to time, which is available at https://www.shopify.com/legal/aup or any replacement URL notified by Shopify.

Shopify “API Terms” means the license and terms of use published by Shopify (and its affiliates), as updated from time to time, which are available at https://www.shopify.com/au/legal/api-terms or any replacement URL notified by Shopify.

Shopify “Terms of Service” means the terms and conditions published by Shopify (and its affiliates), as updated from time to time, which are available at https://www.shopify.com/legal/terms or any replacement URL notified by Shopify.

Shopify App Store means the online marketplace operated by Shopify (and its affiliates) where third-party and Shopify-developed applications are made available for installation and use in connection with Shopify-powered online stores.

Shopify Checkout means Shopify’s checkout experience that allows customers to enter shipping and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Shopify Checkout API.

Shopify means Shopify Inc. (a Canadian corporation) and its affiliated entities, including Shopify Commerce Australia Pty Ltd (ABN 61 158 713 388).

Store means the online store hosted by Shopify.

Store Owner means the individual or entity that owns the relevant Store(s).

Store User means the individual authorised by a Merchant User to access or use the Service, including employees or affiliates of the Merchant User.

Storefront API means Shopify’s API that allows the creation, management, and customisation of storefronts.

Subscription Fees means the recurring fees payable by You to access and use the Service, including any additional fees for exceeding plan allocations or usage limits.

Technical Support means the technical support provided by Us to the AIME User(s) to assist them use the AIME App and the Service, including guidance on troubleshooting, configuration, or other technical issues, but excluding support for third-party applications, integrations, or devices.

Terms means these Terms of Service which are available at www.aime.app/terms-of-service or any replacement URL notified by Us.

2 THIS AGREEMENT AND OUR SERVICE

2.1

The Service is owned and operated by Aura (We/Us/Our).

2.2

When you go through the Shopify onboarding process, you are, as the Client, agreeing to these Terms, which will constitute a legally binding agreement between you and us which will continue to apply while you continue to use the Service.

2.3

If you subscribe to the Service and create an AIME Account on behalf of your employer, then your employer will be considered the Store Owner, and our Client for the purpose of these terms.

2.4

Your Store can only be associated with one Store Owner. A Store Owner may have multiple Stores. A subscription to the Service relates to only one Store.

2.5

If you do not wish to agree to and abide by these Terms, you must not enable or install or use the Service in any way.

3 PROVISION OF THE SERVICE TO YOU

3.1

We will provide you with the Service if you:

(a)

install or enable AIME App through the Shopify App Store and create an AIME Account; and

(b)

comply with:

(i)

these terms;

(ii)

the Shopify “Terms of Service” and Shopify “Acceptable Use Policy”; and

(iii)

any other relevant Shopify policies (including Shopify policies and requirements to operate a store within the Shopify eco-system and Shopify policies with regards to appropriate store content and materials).

3.2

You are responsible for ensuring that the name of the Store Owner (including the legal entity that owns the Store, where applicable) is clearly visible on the relevant Store.

4 FEES

4.1

You must pay the fees applicable to your subscription to the Service (Fees). Fees are payable in accordance with Shopify’s billing practices.

4.2

You agree to use Shopify Checkout for your Store.

4.3

Shopify is solely (and we are not in any way) responsible for your interactions with Shopify Checkout and processing of your payments. That is not something we have any control over and accordingly we will not bear any responsibility or liability arising out of your use of Shopify Checkout.

4.4

Unless otherwise stated, all Fees and charges are in US dollars (USD), and all payments must be made in USD.

4.5

You are solely responsible for determining, collecting, withholding, reporting, and remitting all applicable taxes, duties, fees, surcharges, or other charges arising from any sale at your Store or from your use of the Service.

4.6

The Service is not a marketplace and any contract of sale is directly between you and the Customer.

4.7

All Fees are non-refundable, unless otherwise required by law.

4.8

If your Store or use of the Service exceeds any usage limits, allocations or recommendations we agree with you:

(a)

additional fees may apply;

(b)

we may charge you for any excess usage at the rates we communicate to you;

(c)

we may restrict, suspend, or limit your access to the Service until the excess usage is remedied or additional fees are paid; and

(d)

we may recommend that you upgrade to a higher-tier plan to accommodate your usage levels.

4.9

You are responsible for monitoring your Store usage and ensuring you remain within any agreed limits. If you repeatedly exceed agreed limits, we reserve the right to refuse further access to the Service until you subscribe to a plan that includes limits more appropriate to your usage.

4.10

You must be up to date with any payments due to us to be able to continue to access the Service. We may suspend or terminate such access if you fall behind in any payments payable to us or Shopify.

5 USE OF THE SERVICE

5.1

The Service may include a range of features and functionalities. Not all of the Service will be available to all AIME Users nor at all times and we are not obliged to make the Service available in any particular jurisdiction. We may modify the Service or any part of it at any time and without notice, except where these terms or applicable law prohibit us from doing so.

5.2

We may remove any materials from the Service at our discretion, including where we consider that the goods or services you offer through the Service, or any materials you upload or post, breach Shopify’s “Acceptable Use Policy” or these terms.

5.3

We provide the Service to other users, which may include your competitors. You acknowledge that our employees and contractors may also be Customers or merchants and may compete with you.

5.4

If there is a dispute about AIME Account ownership:

(a)

ask you to provide documents to confirm who the Store Owner and/or AIME Account owner is (such as a business licence, government-issued identification, the last four digits of the credit card on file, or proof of your employment with the relevant entity);

(b)

decide in our discretion who the rightful AIME Account owner is and transfer the AIME Account to them;

(c)

(if we cannot reasonably determine ownership) suspend or disable the AIME Account until the dispute is resolved.

5.5

You represent and warrant that you will comply with all applicable laws, rules, regulations and the rights of third parties in your use of the Service and in carrying out your obligations under these terms.

5.6

The Shopify “API Terms” govern your access to and use of the Shopify API. You are responsible for all activity that occurs using your API credentials and for keeping those credentials secure.

5.7

We may terminate your access to the Service at any time without notice and for any reason. Any verbal or written abuse of any of our employees, members or officers (including threats of abuse or retribution) may result in the immediate termination of your access to the Service. All restrictions, licences granted by you and all disclaimers and limitations of our liability in these terms will survive termination, although you will no longer be authorised to access the Service.

5.8

You will not, nor attempt to. At any time:

(a)

reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without our express written permission;

(b)

transmit to or via the Service any unlawful, threatening, libellous, defamatory, obscene, dangerous, inflammatory, pornographic or profane material, any material that could constitute or encourage conduct that will be considered a criminal offence, give rise to civil liability or would otherwise violate any laws, nor any materials, malware, spyware, computer viruses or other materials which may adversely affect the security or content of the Service or that of anyone else connected to it;

(c)

violate the security or any security measures of the Service nor that of any of our systems and networks;

(d)

access any data on or via the Service which is not intended for you;

(e)

probe, scan or test the vulnerability of the Service or any of our systems or networks;

(f)

access any data on or via the Service which is not intended for you;

(g)

interfere with service to any other user of the Service;

(h)

use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer all or any part of the Service; nor

(i)

access the Service or monitor any material or information from the Service using any robot, spider, scraper, or other automated means.

5.9

If you are allocated any login details or other user codes or passwords for your identification or access to the Service, you must keep them private and confidential and must not allow anyone else to log into the Service using those details or codes unless we specifically permit otherwise.

5.10

You agree that:

(a)

the Content is provided for your information only and does not constitute professional advice of any sort; and

(b)

the Platforms might not at any given time be actively monitored whether during or outside business hours, and all Content is presented “as is”.

5.11

The Content may contain general information about us and our products and services, or those of other parties with whom we deal or do business. Unless expressly stated otherwise, this information:

(a)

does not constitute an offer or inducement to enter into any legally binding contract;

(b)

other than these terms, does not form part of the terms and conditions for any of our products or services; and

(c)

does not mean that we are in any way affiliated with any other parties or businesses referred to (if any).

5.12

While we have made every effort to ensure that the Content is free from error, we do not warrant its accuracy, adequacy or completeness.

5.13

As a convenience, the Content and Platforms may refer to, present or make available from time to time links or references to other websites and/or materials, which are beyond our control (Other Sites). We do not review or monitor any Other Sites nor any websites linked to our App or to any Other Sites and we are not responsible for content on any websites outside our website, products or services.

5.14

If you access any Other Sites, you do so at your sole risk and subject to the terms and conditions of those sites.

5.15

The inclusion on or in the Platforms of any links or references to Other Sites does not imply any endorsement by us of any of the Other Sites or the content contained on those sites. We do not warrant the safety or accuracy of the content on any Other Sites and will not be liable for any adverse consequences to you whatsoever arising out of your access to or use of any Other Sites.

5.16

All associated notices and materials are offered in the English language only unless we specify otherwise.

6 DATA RECORDS

6.1

All records containing data or any other materials (Records) created by us or our staff in the course of providing the Service to you, and all copyrights and any other intellectual property rights in or arising out of any such Records, shall vest solely in Aura upon their creation and you now assign to Aura all of your (and their) right title and interest in all Records, such assignment in respect of future rights to vest upon their creation.

6.2

For the avoidance of doubt, Aura does not and will not purport to own any personal information or data contained in the Records, but instead will own the copies of such data/information as are contained in the Records.

6.3

We will comply with the Privacy Act 1988 (Cth) in respect of all personal information (including sensitive information) collected in the course of providing the Service and will adhere to the terms of our Privacy Policy.

7 NETWORK & DATA SECURITY

7.1

We store any data used online within Amazon Web Services using NIST compliant encryption standards for data at rest and in transit.

7.2

You agree to your information and all relevant data being stored in this location and accessed in this way and otherwise dealt with in accordance with these terms and, in respect of personal information, our Privacy Policy.

7.3

We may use any information stored for secondary purposes including internal review, training and improvement of all or any part of the Service.

8 INTELLECTUAL PROPERTY

8.1

The Service and all technology used to deliver the Service are our sole property and are protected by laws relating to intellectual property, including copyright laws, and international treaty provisions.

8.2

The compilation, organisation and display of the content as well as all software and inventions used on and in connection with the Service are and remain our exclusive property.

8.3

We reserve all rights in the Service and its content not specifically granted in any agreements with us or in these terms.

8.4

Unless otherwise specified, all intellectual property rights in or arising out of provision of the Service will vest upon their creation solely in Aura.

8.5

Where (and only where) you are specifically invited on or by the AIME App to do so, you may download and/or copy materials from the AIME App for your own personal non-commercial use, but you must not distribute, modify, transmit, reuse, repost, or make use of any such materials in any way whatsoever for any other purpose without our express written permission.

8.6

You retain ownership of all materials that you provide to us (Materials), subject to the rights and licences granted in these terms. By providing Materials, you grant Aura a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to host, use, distribute, expose, modify, run, copy, store, reproduce, make available, display, translate, and create derivative works of the Materials. We may exercise these rights to operate, provide, evaluate, enhance, improve, and promote the Service, and to perform our obligations or exercise our rights under these terms. This may include listing, featuring, combining, or promoting the Materials, the Store, or trademarks through any channels we or our partners operate.

8.7

You represent and warrant that you have all rights in the Materials to grant the licence set out in clause 8.6 above, and that you have obtained all necessary rights and consents to make available any information collected from or about an individual associated with the Materials in compliance with applicable privacy laws.

8.8

You irrevocably waive any and all moral rights you may have in the Materials in favour of Aura and agree that this waiver may be invoked by anyone who obtains rights in the Materials through us, including any transferee or licensee.

8.9

If you owned the Materials before providing them to us, they remain your property, subject to any rights or licences granted in these terms. You may remove your Store at any time by deleting your AIME Account. Removing your Store does not terminate any rights or licences granted to us that are necessary to exercise rights or perform obligations arising during the term.

8.10

Aura may, at any time, review and delete any or all Materials submitted to the Service, but we are not obliged to do so.

8.11

You grant Aura a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use the names, trademarks, service marks and logos associated with your Store to operate, provide, and promote the Service and to perform our obligations or exercise our rights under these terms. This licence survives termination of these terms to the extent required to exercise rights or perform obligations arising during the term of your subscription to the Service.

9 TECHNICAL SUPPORT

9.1

We offer Technical Support for the Service to Store Owners and AIME Users only.

9.2

Technical Support is available during Australian east coast business hours.

9.3

We provide Technical Support on a reasonable-efforts basis. We do not guarantee that all issues will be resolved, nor that support will be uninterrupted or error-free.

9.4

Technical Support may be accessed via the contact methods listed on the AIME App or via our website. You are responsible for providing accurate contact details and for maintaining access to the relevant communication channels. To access Technical Support, or otherwise ask questions about these terms, you:

(a)

must provide a valid email address to facilitate communications;

(b)

acknowledge that Aura will store this email address in line with our Privacy Policy;

(c)

monitor the email account; and

(d)

agree to receive marketing communications from time to time.

9.5

To the extent permitted by law, we are not liable for any loss, damage, or costs arising from:

(a)

delays or failures in providing Technical Support;

(b)

reliance on Technical Support advice; or

(c)

any errors or omissions in information provided through Technical Support.

10 OUR WARRANTIES, LIABILITY AND INDEMNITIES

10.1

The Service will be provided by us using reasonable care.

10.2

Other than as specifically set out in these terms, all warranties, including any implied warranties for fitness for use or merchantability or any other duties required under common law are excluded to the extent permitted by law.

10.3

We will not be liable for any special, indirect or consequential damages, loss of profit, loss of goodwill, loss of business opportunity or loss of revenue, even if such claims or damages arose as a result of our negligence or under any other tortious action while providing the Service to you or as a result of your use or an AIME User’s use of the Service.

10.4

We do not warrant and are not liable for any actions, omissions or information provided by any other person using the Service or contributing data available to you via the Service. Without limiting the previous sentence, while we or our contractors use best efforts to ensure that the AIME App is fully functional at the time of download, we make no warranty and are not liable for the Content nor quality of any of the Content, including where Content is erroneous due to failure of equipment or any infrastructure or equipment to which the AIME App is downloaded, as we are not in control of any of those things.

10.5

We cannot and do not guarantee that all or any Content will accurately reflect the present state of any infrastructure, machinery or equipment to which the AIME App is downloaded.

10.6

We do not warrant that the Content will be suitable for any particular purpose.

10.7

We do not warrant that your use of the Service will yield any particular result for you nor that it will meet any needs you may have.

10.8

In consideration for being given access to the Service, you release and forever discharge us, our employees, servants and agents and each of them from all and any liability to you of any nature whatsoever in respect of any losses, damages (whether direct, indirect, consequential or otherwise), liabilities, claims or expenses whatsoever arising directly or indirectly from use by you or any other person of any part of the Service, or reliance by you or any person upon any Content.

10.9

In further consideration for being given access to the Service, you further release and forever discharge us, our employees, servants and agents and each of them from any claim or demand of any nature whatsoever associated with or arising out of any part of the Service that you have, had or but for this clause would have had against any of the parties so released.

10.10

Subject to our compliance with these terms, you will be liable for and indemnify us, our employees, servants and agents and each of them jointly and severally against any loss, damage, expense or cost of any nature, or any claim or liability of any nature brought against or incurred by any of them (including, without limitation, full solicitor and client legal costs on an indemnity basis), that any of them incurs or may incur (whether directly, indirectly or consequentially or otherwise) arising out of your use of the Service or from any breach by you of these terms.

10.11

Provisions of the Australian Consumer Law and other statutes from time to time in force in Australia may imply warranties or conditions or impose obligations upon us which cannot be excluded or modified. These terms must be read and interpreted subject to such statutory provisions or any other similar provisions.

10.12

Our liability and that of our employees, servants or agents for any breach of any condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:

(a)

the supply of the relevant goods or services again; or

(b)

payment of the cost of having the goods or services supplied again or repaired.

11 GENERAL MATTERS

11.1

The headings set out in these terms are for convenience only and shall not in any way affect the interpretation of these terms.

11.2

These terms may only be amended by a further written agreement entered into between the parties.

11.3

In these terms, the words “include”, “includes” and “including” are not words of limitation.

11.4

If any provision of these terms is determined to be void, illegal or unenforceable by any law or regulation of any government or by any court, such provision will be severed from these terms and the remaining parts, terms and provisions will remain enforceable.

11.5

These terms and your relationship with us pursuant to these terms are governed by the laws of New South Wales, Australia, and shall not be subject to or governed by The United Nations Convention on Contracts for the International Sale of Goods or any other similar or replacement Convention.

11.6

You unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the courts of New South Wales for the purpose of resolving any disputes pursuant to these terms.

11.7

These terms and any documents expressly incorporated into them (or into which these documents are incorporated) constitute the entire agreement of the parties in relation to your use of the Service and the AIME App and supersede all prior understandings, negotiations, agreements, written or oral, express or implied.

11.8

No waiver or breach of any of these terms shall constitute a precedent or a waiver of any succeeding or other breach of the same.

11.9

When from time to time you log into or seek to access relevant parts of the Service, you may be asked to agree to our then current terms and conditions. We do not warrant that on any such occasion those terms and conditions will be the same as set out in this document.