Terms of Service

Last updated: April 5, 2026

These Terms of Service ("Terms") govern your access to and use of BrandElf, operated by FirstByte Studio, Inc. ("FirstByte," "we," "us," or "our"). By creating an account or using the Service you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization.

1. The Service

BrandElf is an AI-assisted operations platform for wholesale brands. The Service connects to third-party wholesale platforms (currently Faire, with Shopify planned) via OAuth and provides an AI assistant that can read your platform data, analyze it, and — with your approval — execute write operations on those platforms on your behalf.

2. Accounts

You must create an account to use the Service. You are responsible for maintaining the security of your account credentials and for all activity under your account. You agree to notify us immediately if you become aware of unauthorized access.

You may invite other members of your organization to your account. You are responsible for the actions of anyone you grant access to.

3. Platform Connections and Authorization

To use the Service you must authorize BrandElf to access one or more third-party platforms through their OAuth flows. By doing so you:

• Grant us permission to read data from those platforms on your behalf (products, orders, inventory, shipments, pricing, and related data).
• Grant us permission to execute write operations (creating, updating, or deleting records) on those platforms — only after you have explicitly approved each proposed action through the Service's preview and approval flow.
• Acknowledge that you have the authority to grant this access and that doing so does not violate any agreement you have with the platform.

You may revoke platform access at any time by disconnecting the platform within the Service or through the platform's own settings.

4. AI-Assisted Actions and Your Responsibility

The Service uses artificial intelligence to analyze your data and propose actions. It is important that you understand the following:

• AI is not infallible. The AI assistant may misinterpret data, propose incorrect actions, or produce inaccurate analysis. You should review all AI-generated content and proposed actions before relying on them.
• You approve all write operations. The Service stages all proposed changes to your connected platforms and presents them for your review before execution. No write operation is performed without your explicit approval.
• We are responsible for accurate staging. We commit to presenting proposed actions faithfully — what you see in the preview is what will be executed. If the Service executes an action that differs materially from what was presented for your approval, that is our responsibility.
• You are responsible for approved actions. Once you review a staged action and approve it, you bear responsibility for the business consequences of that decision. While we provide tools to review and, where possible, reverse actions, approving an action is your decision and your judgment call.
• AI output is not professional advice. The Service does not provide legal, financial, tax, or other professional advice. Consult qualified professionals for such matters.

5. Acceptable Use

You agree not to:

• Use the Service to violate any applicable law or regulation, or the terms of any connected platform.
• Attempt to circumvent the Service's approval flow to execute unauthorized platform actions.
• Use the Service to access platforms or data you are not authorized to access.
• Interfere with or disrupt the Service or its infrastructure.
• Reverse engineer, decompile, or attempt to extract the source code of the Service.
• Use the Service to transmit malicious code or content.
• Resell or sublicense access to the Service without our written consent.

6. Your Data

You retain ownership of all data you provide to the Service and all data accessed through your connected platforms. We claim no ownership over your data.

You grant us a limited license to use your data solely to operate and improve the Service — including transmitting data to AI model providers to generate responses and to connected platforms to execute approved actions. This license terminates when you delete your account.

Our handling of your data is described in our Privacy Policy.

7. Third-Party Services

The Service integrates with third-party wholesale platforms (currently Faire, with Shopify planned), AI model providers (currently Anthropic and OpenAI), and infrastructure partners (including Stripe for payments and Postmark for transactional email). Your use of those services is governed by their own terms and policies. We are not responsible for the availability, accuracy, or practices of third-party services. If a connected platform, AI provider, or infrastructure partner changes its API, terms, pricing, or availability, the Service's functionality may be affected.

8. Subscription and Billing

Certain features of the Service require a paid subscription. Subscription terms, pricing, and billing cycles are presented at the time of purchase. Subscriptions renew automatically unless canceled before the renewal date. Payments are processed by Stripe and are non-refundable except as required by law or as we may determine at our discretion.

We reserve the right to change pricing with at least 30 days' notice before your next billing cycle.

9. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable for maintenance, updates, or circumstances beyond our control. We are not liable for any loss arising from Service unavailability.

10. Limitation of Liability

To the maximum extent permitted by law:

• The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that AI-generated content or proposed actions will be accurate, complete, or error-free.
• We are not liable for the business consequences of actions you approve. When you review a staged action and confirm execution, the resulting changes to your connected platforms — including inventory changes, order modifications, pricing updates, or record deletions — are your responsibility. We remain responsible for ensuring that executed actions match what was presented for your approval.
• In no event shall FirstByte's total liability exceed the greater of (a) the amount you have paid us in the twelve (12) months preceding the claim, or (b) one hundred United States dollars (USD $100).
• In no event shall FirstByte be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data.

11. Indemnification

11.1. Your Indemnification of FirstByte

You agree to indemnify and hold harmless FirstByte, its officers, directors, employees, and agents from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service, (b) your violation of these Terms, (c) actions executed on connected platforms that you approved, or (d) your violation of any third party's rights.

11.2. FirstByte's Indemnification of You

Subject to Section 10, FirstByte will defend you against, and pay any amounts finally awarded by a court or agreed in settlement (with FirstByte's prior written approval), arising from a third-party claim that the Service, as provided by FirstByte and used by you in accordance with these Terms and our documentation, infringes a United States patent, copyright, or registered trademark.

This obligation does not apply to any claim arising from: (a) your content, data, or instructions; (b) modifications to the Service not made by FirstByte; (c) use of the Service in combination with any software, data, or services not provided by FirstByte, where the claim would not have arisen but for that combination; (d) use of the Service after we have notified you to stop due to an infringement concern; or (e) use of the Service other than in accordance with these Terms or our documentation.

If the Service becomes, or in our reasonable judgment is likely to become, the subject of an infringement claim, FirstByte may, at its option and as your sole remedy: (i) procure the right for you to continue using the Service, (ii) modify the Service to be non-infringing while maintaining substantially equivalent functionality, or (iii) terminate your affected subscription and refund any pre-paid fees for the unused portion of the then-current billing period.

FirstByte's total liability under this Section 11.2 is subject to the limitations in Section 10. Your right to indemnification under this Section 11.2 is conditioned on your (x) promptly notifying FirstByte in writing of the claim, (y) giving FirstByte control over the defense and settlement, subject to your right to participate at your own expense and with counsel of your choice, and FirstByte's agreement not to settle any claim in a manner that admits liability on your part or imposes any obligation on you (other than payment of amounts FirstByte indemnifies) without your prior written consent, and (z) reasonably cooperating with FirstByte at FirstByte's expense.

12. Termination

You may close your account at any time. We may suspend or terminate your access if you violate these Terms or if we reasonably believe your use poses a risk to the Service or other users. Upon termination, your right to use the Service ceases immediately. We will delete your data in accordance with our Privacy Policy.

13. Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware. You waive any objection to jurisdiction or venue in those courts.

14. Changes to These Terms

We may modify these Terms at any time. We will provide at least 30 days' notice of material changes by email or through the Service. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to the updated Terms, you may close your account.

15. General

• If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.
• Our failure to enforce any provision does not constitute a waiver.
• These Terms, together with the Privacy Policy, constitute the entire agreement between you and FirstByte regarding the Service.
• You may not assign your rights under these Terms without our consent. We may assign ours freely.

16. Contact

Questions about these Terms may be directed to:

FirstByte Studio, Inc.
legal@brandelf.app