Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and Saga Information Technology Private Limited, a company incorporated in India under the Companies Act, 2013 (CIN U72100DC2026PTC471783), with its registered office at C-2/180, Upper Ground Floor, Janakpuri A-3, West Delhi, New Delhi, Delhi 110058, India ("Saga," "we," "us," or "our"). They govern your access to and use of Vorena, our AI shopping concierge that merchants install on their Shopify stores, together with our dashboard and the website at vorena.ai (collectively, the "Service").

1. Agreement and acceptance

By installing, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not install or use the Service.

If you use the Service on behalf of a business or other legal entity (for example, the merchant that owns a Shopify store), you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" and "merchant" mean that entity. If you do not have such authority, you must not accept these Terms or use the Service.

2. Definitions

• "Merchant" means the business that installs the Service on its Shopify store and operates that store.
• "Shopper" means an end customer or visitor who interacts with the concierge on a merchant's store.
• "Store Data" means the catalog, product, order, and configuration data we access from a merchant's Shopify store to provide the Service.
• "Shopper Data" means personal data of Shoppers processed through the concierge on a merchant's store.
• "Data Fiduciary," "Data Principal," and "Data Processor" have the meanings given to them in the Digital Personal Data Protection Act, 2023 (the "DPDP Act"); "controller" and "processor" have the meanings given to them under the EU and UK General Data Protection Regulation ("GDPR").

3. The Service

Vorena is a software-as-a-service application that lets merchants offer their Shoppers a conversational, AI-powered shopping experience. The Service enriches a merchant's catalog, understands natural-language requests, and recommends products. The Service is provided on a subscription basis and may evolve over time — we may add, change, or remove features, and we will use reasonable efforts to give notice of material changes.

4. Eligibility

You may use the Service only if you are at least 18 years of age, have the legal capacity to enter into a contract, and, where you act for a business, have authority to bind that business. By using the Service, you represent that you meet these requirements.

5. Accounts and Shopify connection

The Service is installed and accessed through Shopify. When you install Vorena, you authorise us to access your store under the scopes you grant. You are responsible for maintaining the security and confidentiality of your Shopify and account credentials, for all activity that occurs under your account, and for ensuring that everyone who accesses the Service through your account complies with these Terms. Notify us promptly at hello@vorena.ai if you suspect any unauthorised use.

6. Subscriptions, fees, and free trial

Subscriptions are billed through Shopify in accordance with the plan you select. New subscriptions may include a 14-day free trial; unless you uninstall or cancel before the trial ends, your paid subscription begins automatically. Fees recur on a monthly basis and are charged in advance through Shopify's billing system.

• Fees are non-refundable except where a refund is required by applicable law.
• Fees are exclusive of taxes; you are responsible for all applicable taxes, including Indian Goods and Services Tax (GST) where applicable.
• We may change our prices, and we will give you reasonable advance notice of any change. Continued use after a price change takes effect constitutes acceptance of the new price.

7. Acceptable use

You agree that you will not, and will not permit anyone to:

• use the Service for any unlawful, fraudulent, deceptive, or harmful purpose;
• submit, host, or transmit content that infringes the intellectual-property, privacy, or other rights of any third party;
• reverse engineer, decompile, scrape, probe, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by applicable law;
• interfere with, disrupt, or place an unreasonable load on the Service or its infrastructure;
• resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted; or
• use the Service to build a competing product or service, or to train, develop, or improve any competing machine-learning or artificial-intelligence model.

8. Merchant responsibilities and end-customer data

For Shopper Data processed through the concierge on your store, you (the merchant) are the Data Fiduciary / controller and Saga acts as your Data Processor, processing such data only on your documented instructions. You are responsible for:

• maintaining your own privacy notice and lawfully informing your Shoppers about how their data is handled;
• obtaining and maintaining all consents and legal bases required for the processing of Shopper Data through the Service; and
• complying with all laws applicable to your business, your store, and your Shoppers, including data-protection and consumer-protection laws.

For website-visitor personal data and merchant account data, Saga is the Data Fiduciary / controller, as described in our Privacy Policy.

9. Intellectual property

The Service, including Vorena, all software, models, designs, text, graphics, and the Vorena name and logos, is owned by Saga and its licensors and is protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your subscription, solely for operating your store. We reserve all rights not expressly granted.

If you choose to provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

10. Your data and privacy

As between you and Saga, you retain all ownership of your Store Data and Shopper Data. We process personal data in accordance with our Privacy Policy and, where we act as your Data Processor / processor, on your documented instructions and under a Data Processing Addendum (DPA), which we make available to merchants on request. The DPA addresses, among other things, cross-border transfer safeguards such as the Standard Contractual Clauses.

11. Third-party services

The Service relies on and interoperates with third-party services, including Shopify and our artificial-intelligence providers. Your use of those services is subject to their own terms and policies, and we are not responsible for their acts or omissions. A current list of our sub-processors is available on request.

12. Service availability

We provide the Service on a reasonable-efforts basis and aim to keep it available and performant. However, we do not guarantee that the Service will be uninterrupted, timely, secure, or error-free, and we may perform maintenance or experience downtime that temporarily affects availability.

13. Warranties and disclaimers

Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service uses artificial-intelligence systems, and AI-generated outputs and recommendations may be inaccurate, incomplete, or unsuitable. You are responsible for reviewing how the assistant represents your products and for any decisions you make based on its outputs.

14. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or relating to the Service or these Terms. To the maximum extent permitted by applicable law, Saga's aggregate liability arising out of or relating to the Service or these Terms will not exceed the total fees you paid for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Saga and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or relating to your content, your Store Data and Shopper Data, your use of the Service, or your violation of any law or of these Terms.

16. Confidentiality

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by similar obligations, or as required by law.

17. Term and termination

These Terms apply for as long as you use the Service. You may stop using the Service at any time by uninstalling it from your Shopify store. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other users.

Following termination or uninstall, we will delete or anonymise the personal data we process for you within 30 days, except where we must retain limited records for legal, accounting, or security purposes, and we will honour erasure and data requests received through Shopify. Provisions that by their nature should survive termination — including those on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — will survive.

18. Force majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, governmental action, labour disputes, power or internet failures, or failures of third-party services or infrastructure.

19. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles. Subject to the arbitration provision below, the courts at New Delhi, India will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be New Delhi, the arbitration will be conducted in the English language by a sole arbitrator, and the arbitral award will be final and binding. Nothing in this section limits any mandatory consumer-protection rights you may have under the laws of the place where you live, which are preserved.

20. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will update the date above and, where appropriate, notify merchants. Your continued use of the Service after an update takes effect means you accept the revised Terms.

21. Notices

We may provide notices to you through the Service, through Shopify, or by email to the address associated with your account. You may send notices to us at hello@vorena.ai.

22. Contact

The Service is operated by Saga Information Technology Private Limited, with its registered office at C-2/180, Upper Ground Floor, Janakpuri A-3, West Delhi, New Delhi, Delhi 110058, India. If you have any questions about these Terms, contact us at hello@vorena.ai.

This document is provided for general information and does not constitute legal advice. If you have questions, you can contact Saga Information Technology Private Limited at hello@vorena.ai.