Legal
Terms of Service
1. Who we are
These Terms of Service (the “Terms”) are a binding agreement between Datathreads, Inc., a California corporation (“Datathreads”, “we”, “us”), and the business that accesses or uses our services (“you”, “Customer”, “Merchant”).
By creating an account, connecting a store, or using any part of the Service, you agree to these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind it. If you do not agree, do not use the Service.
The Service is offered to businesses. It is not intended for consumers or for anyone under 18 years of age.
2. What the Service does
Datathreads reads a merchant’s product catalog, establishes structured facts about each product from evidence found in that catalog, presents those facts to the merchant for review, and, once approved, writes them back to the merchant’s connected commerce platform. The Service also maintains a merchant-controlled vocabulary and a record of the corrections a merchant’s team has made.
Features vary by plan and evolve over time. We may add, change or remove functionality. Where a change materially reduces the core functionality of a paid plan, we will give you reasonable notice and you may terminate under section 15.
3. Your account
You are responsible for the security of your account credentials and for all activity that occurs under your account. You must notify us promptly at contact@datathreads.ai if you believe your account has been compromised.
You may invite users from your organisation. You remain responsible for their use of the Service and for ensuring they comply with these Terms.
4. Connecting your store
The Service requires you to connect a commerce platform account, currently Shopify, through that platform’s authorisation flow. By connecting it you authorise us to access the data covered by the scopes you grant, including read access to product information and write access to the product fields we publish to.
You may revoke that authorisation at any time from your platform’s admin. Revoking access will stop the Service from functioning, and may prevent us from reversing changes that are still inside the reversal window described in section 6.
Your use of any third-party platform is governed by your agreement with that platform. We are not responsible for their acts, omissions, availability or changes to their APIs.
5. Your data, and what we may do with it
Your data remains yours. As between you and Datathreads, you own all product descriptions, images, catalog records, order data and other content you provide or that we access from your connected store (“Customer Data”), together with the attributes, evidence, rules and vocabulary produced for you by the Service (“Outputs”).
You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data solely to provide, secure and support the Service for you, and to comply with law.
We will not sell Customer Data. We will not use your Customer Data to train general-purpose machine learning models for use outside your own account. We may use aggregated and de-identified information that does not identify you, your customers or your products to operate and improve the Service.
Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf, we act as a processor and you act as the controller.
6. Approval, publishing and reversal
These are commitments, not descriptions of a setting you can switch off:
- Nothing produced by the Service is written to your store until a person on your side approves it.
- We do not overwrite your product titles or descriptions. The Service writes to the structured product fields it is scoped to, not to your written copy.
- Every approved batch can be reversed in one action for thirty (30) days from publication, and that reversal is applied to your store, not only to our copy of it.
- We do not send messages of any kind to your customers.
Reversal depends on your store connection remaining active and on the relevant records still existing on the platform. We cannot reverse changes you or a third party have since modified.
7. Automated processing
The Service uses automated systems, including large language models operated by us and by third-party providers, to read catalog content and propose structured facts. You acknowledge that:
- Automated output can be incomplete or wrong, which is why human approval is required before anything is published.
- Where the Service cannot find evidence for a fact, it is designed to leave the field empty and flag it rather than guess. We do not warrant that it will always do so.
- You are responsible for reviewing what you approve. Approval is your confirmation that the output is accurate and suitable for publication.
A list of the third-party sub-processors we use, including model providers, is maintained in our Privacy Policy.
8. Your responsibilities
You represent and warrant that you own or have the necessary rights to all Customer Data, and that our processing of it as permitted here will not infringe anyone’s rights or breach any law or contract.
You agree not to: use the Service unlawfully; upload malicious code; attempt to gain unauthorised access to our systems or another customer’s data; probe, scrape or reverse engineer the Service except to the extent that restriction is unenforceable; resell or provide the Service to a third party without our written consent; or use the Service to produce claims about products that you know to be false or that would mislead consumers.
You are responsible for the legal compliance of what you publish, including advertising, labelling, country-of-origin and product-safety requirements in the markets you sell into.
9. Fees and the readiness guarantee
Fees, catalog-size band and scope are set out in your order or on our website at the time you subscribe. Unless your order says otherwise:
- Subscription fees are billed monthly in advance and are non-refundable except as stated in this section.
- You may cancel at any time, effective at the end of the current billing period. We do not require an annual commitment.
- Fees exclude taxes. You are responsible for applicable sales, use, VAT and similar taxes, other than taxes on our income.
- We may change pricing on renewal with at least thirty (30) days’ notice.
Readiness guarantee. Where your order includes an initial catalog pass with a stated readiness target, and we do not reach that target within the stated period for reasons within our control, you will not be charged for that initial pass. The target, the measurement method and the period will be recorded in your order. The guarantee does not apply where the shortfall is caused by catalog content you did not supply, by platform outages, or by your team not reviewing batches within the agreed time.
Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. We may suspend the Service for non-payment after notice and a reasonable opportunity to cure.
10. Intellectual property
The Service, and all software, models, interfaces, documentation and content we provide, together with all intellectual property rights in them, are and remain the property of Datathreads and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your own internal business purposes during your subscription.
Nothing in these Terms transfers ownership of Customer Data or Outputs to us. If you give us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you.
11. Confidentiality
Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, contractors and advisers who need it and are bound by comparable obligations. These duties do not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law, provided reasonable notice is given where lawful.
12. Disclaimers
Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement.
We do not warrant that the Service will be uninterrupted or error free, that automated output will be accurate or complete, or that use of the Service will produce any particular commercial result, including any change in traffic, conversion, advertising performance, return rate or revenue.
13. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill or loss of data, even if advised of the possibility.
Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid or owed to us in the twelve (12) months immediately before the event giving rise to the claim.
These limits do not apply to your payment obligations, to either party’s indemnification obligations, or to liability that cannot be limited by law.
14. Indemnification
You will defend and indemnify Datathreads against third-party claims arising from Customer Data, from your use of the Service in breach of these Terms or applicable law, or from product claims you published.
We will defend and indemnify you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights. This does not apply to claims arising from Customer Data, from modifications not made by us, or from combination with anything we did not supply.
15. Term, termination and export
These Terms run for as long as you use the Service. Either party may terminate for convenience effective at the end of the then-current billing period, or immediately for the other’s material breach that is not cured within thirty (30) days of notice.
On termination your licence to use the Service ends. For thirty (30) days after termination you may request an export of your Customer Data and Outputs in a machine-readable text format. After that period we may delete it in the ordinary course, subject to backup cycles and legal retention requirements.
Terminating does not roll back facts already published to your store. You may reverse any batch still inside its reversal window before you terminate.
Sections 5, 10, 11, 12, 13, 14, 17 and 18 survive termination.
16. Changes to these terms
We may update these Terms. If a change is material, we will give notice by email or in the product at least thirty (30) days before it takes effect. Continued use after the effective date constitutes acceptance. If you do not accept, you may terminate before the change takes effect and we will refund any prepaid, unused fees.
17. Governing law and disputes
These Terms are governed by the laws of the State of California, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
The parties will first try in good faith to resolve any dispute informally for thirty (30) days after written notice. If that fails, the dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in San Francisco, California, in English. Judgment on the award may be entered in any court of competent jurisdiction.
Either party may seek injunctive relief in court to protect intellectual property or confidential information. Disputes will be brought only in an individual capacity, and not as a class, collective or representative action.
18. Contact
Datathreads, Inc.
contact@datathreads.ai
These Terms, together with the Privacy Policy and any order you sign, are the entire agreement between us on this subject and supersede prior discussions. If a provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets.