Vastyn – Terms of Use

These Terms of Use ("Terms") govern your ("you" or "your") access to and use of Vastyn, an AI–agentic eCommerce platform and related services (collectively, the "Service").

The Service is provided by Versatile Commerce Limited, trading as Vastyn ("Vastyn", "we", "us" or "our"), a product of Versatile Commerce Limited, Maritime House, Discovery Quay, Falmouth, Cornwall, United Kingdom, TR11 3XA.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

Previous versions of these Terms and other policies may be made available in our policy archive or on request.

1. Overview of the Service

Vastyn is an AI–driven eCommerce and operations platform that helps businesses manage and automate activities such as listings, pricing, content generation, inventory, order orchestration, channel management and reporting across marketplaces and systems (each output, configuration, report or asset created through the Service being a "Output").

The Service may include:

• Web applications, dashboards and admin consoles;
• APIs, integrations, connectors and plugins;
• AI–powered features such as recommendations, generated text, images, prompts and automations ("AI Features");
• Content, templates, sample data, documentation, and other materials provided by us or our licensors ("Vastyn Content").

You may also upload or connect your own data, content and materials – for example product data, customer data, listings, orders, media files, prompts and configurations ("User Content").

Your use of the Service is also governed by:

• Our Privacy Policy, which explains how we handle personal data; and
• Any other policies, guidelines or addenda we provide to you from time to time (together, the "Vastyn Policies").

2. Eligibility and Accounts

You may use the Service only if you:

• are at least the age of majority in your jurisdiction (and in any case not younger than 18 years); and
• have the legal authority to enter into a binding contract with Versatile Commerce Limited.

By creating an account or using the Service, you represent and warrant that:

• all information you provide is accurate, complete and kept up to date; and
• you have full right, power and authority to agree to and comply with these Terms.

Each user must have a unique account. You are responsible for:

• keeping your login details, passwords and access tokens secure; and
• all activities that occur under your account, whether or not authorised by you.

You must notify us promptly of any unauthorised access to or use of your account.

3. Managed, Organisation and Team Use

3.1 Accounts using an organisation email

If you sign up with an email address provided by your employer or another organisation (an "Admin Entity"), then:

• you represent and warrant that you are authorised to bind that Admin Entity to these Terms; and
• references to "you" and "your" in these Terms include both you personally and the Admin Entity.

In that case, your account may be treated as an "Administered Account". At the request of the Admin Entity, Vastyn may:

• share your name, email address and relevant account information with the Admin Entity; and
• transfer control of the Administered Account (including associated User Content and Outputs) to the Admin Entity.

3.2 Teams and multi–user environments

The Service may allow you to create or join a team or organisation account ("Team") to collaborate with other users. The creator of a Team is the "Team Owner". A Team Owner may appoint administrators ("Administrators").

Team Owners and Administrators may be able to:

• add, remove or reassign seats and users;
• manage roles, permissions and access to User Content and Outputs; and
• view, move, modify or delete User Content and Outputs within the Team environment.

If you use an account as part of a Team, you acknowledge and agree that Team Owners and Administrators may control and access your Team–related User Content and Outputs. Do not upload or create anything in a Team account that you are not comfortable sharing or potentially transferring within that Team.

4. Access to and Use of the Service

4.1 Licence

Subject to your ongoing compliance with these Terms, Vastyn grants you a non-exclusive, limited, revocable, non-transferable licence to access and use the Service for your internal business purposes (or for your personal use, where applicable).

All rights not expressly granted to you are reserved by Vastyn and its licensors.

4.2 Acceptable Use

You must use the Service responsibly and lawfully. In particular, you must not (and must not allow any third party to):

• use the Service in any way that breaches any applicable law or regulation;
• upload, generate, process or share any User Content that is illegal, defamatory, deceptive, infringing, harmful, abusive, harassing, obscene or otherwise objectionable;
• attempt to gain unauthorised access to the Service or to any other systems or networks;
• probe, scan or test the vulnerability of any system or network, or bypass any security or authentication measures;
• use the Service to send spam, unsolicited communications, phishing, malware or any other harmful code;
• use the Service to discriminate, or to promote hatred, violence or hostility, including on the basis of race, religion, gender, sexual orientation, disability, age, nationality or any other protected characteristic;
• rent, lease, sell, resell, sublicense or otherwise make the Service available to third parties (except as expressly allowed in these Terms or in a separate written agreement with us);
• reverse engineer, decompile, disassemble or attempt to derive the source code or underlying models of the Service, except to the extent that such restriction is prohibited by law;
• use the Service to build or train competing products or services, or to benchmark our performance for a competing offering;
• scrape, mine, harvest or otherwise extract data from the Service at scale (including for AI, machine learning or data–science purposes) other than through documented, permitted APIs; or
• bypass, circumvent or interfere with any technical or usage limitations, including rate limits, access controls and feature restrictions.

4.3 Suspension and enforcement

We may, in our reasonable discretion and without liability, suspend or restrict access to the Service (in whole or in part) if we believe that:

• you have breached these Terms or any Vastyn Policy; or
• your use of the Service may cause harm or risk to us, to other users, to third parties or to the integrity of the Service.

We may remove or restrict any User Content that we reasonably consider to be in breach of these Terms or any applicable law.

5. Content and Intellectual Property

5.1 Your User Content

You retain all rights, title and interest in and to your User Content, subject to the licences you grant to us in these Terms.

By uploading, connecting or otherwise making User Content available through the Service, you represent and warrant that:

• you own or have obtained all necessary rights, licences, consents and permissions to use and process the User Content as contemplated by these Terms; and
• your User Content and use of it through the Service does not infringe or violate the rights of any third party or any law.

You grant to Vastyn a worldwide, royalty-free, non-exclusive, sublicensable licence to host, store, copy, process, transmit, display, and otherwise use your User Content solely:

• to provide, maintain, secure, troubleshoot and improve the Service;
• to generate Outputs and operate AI Features as requested or configured by you; and
• to comply with law, enforce these Terms and protect the Service and our users.

Where you create Outputs that contain or are based upon User Content and share them with others (for example within a Team or via integrations), you grant us the rights reasonably necessary to continue making those Outputs available in accordance with your sharing and access settings.

5.2 Vastyn Content and third-party content

Vastyn Content, including templates, prompts, configuration examples, documentation, UI elements and other materials, is owned by Vastyn or its licensors. Subject to these Terms, we grant you a limited, non-exclusive licence to use Vastyn Content solely within the Service for your internal business purposes.

The Service may also surface, retrieve or interoperate with content, models or data provided by third parties ("Third-Party Content"). Your use of Third-Party Content may be subject to additional licence terms imposed by the relevant provider. To the extent permitted by law, we are not responsible for Third-Party Content.

5.3 Ownership of the Service

Except for the limited rights expressly granted to you in these Terms:

• Vastyn and its licensors own all rights, title and interest in and to the Service, Vastyn Content, underlying software, architectures, models, designs and know-how; and
• you acquire no ownership rights in the Service or Vastyn Content.

If you provide us with feedback, suggestions or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, including to develop and improve the Service, without any obligation or compensation to you.

6. Privacy, Data Protection and Security

Our Privacy Policy describes how we collect, use and protect personal data in connection with the Service. By using the Service, you agree that we may process personal data in accordance with the Privacy Policy.

In some cases, we may process personal data as a "processor" (or similar term under applicable law) on your behalf – for example where you upload customer or order data into the Service. In those situations, a data processing addendum or similar agreement may apply, which forms part of these Terms where referenced or agreed.

We implement reasonable and appropriate technical and organisational measures designed to protect information processed through the Service from unauthorised access, use and disclosure. However, no system is perfectly secure, and you acknowledge that the transmission of information over the internet carries inherent risks.

7. AI Features

Vastyn includes AI Features that may, for example, generate or transform text, product descriptions, titles, images, configurations, alerts, recommendations, insights, prompts, pricing suggestions or other Outputs based on your instructions and data inputs ("AI Outputs").

Very important:

• AI Outputs are generated using probabilistic and statistical methods and may be inaccurate, incomplete, misleading, biased, offensive or otherwise unreliable;
• AI Outputs do not constitute professional, legal, financial, tax, compliance or other regulated advice of any kind;
• AI Features may make mistakes, and the same prompt or input can produce different results at different times;
• AI Outputs may be influenced by the data you provide and by third-party models and services.

You are solely responsible for:

• reviewing, verifying and validating all AI Outputs before relying on them, publishing them, or using them in your business;
• ensuring that AI Outputs and your use of them comply with all applicable laws, marketplace rules, platform policies and any third-party rights;
• any decisions, actions or omissions you take based on or informed by AI Outputs, whether direct or indirect.

You must not use AI Features to intentionally generate or distribute illegal, harmful, deceptive or infringing content.

8. Subscription Plans, Billing and Trials

Vastyn may be offered with free and paid tiers, subscriptions or usage-based plans. Specific commercial terms, including pricing, billing frequency and included features, are described in the relevant order form, online subscription page or separate written agreement (each, an "Order").

8.1 Subscriptions and renewals

Unless otherwise specified in an Order:

• paid subscriptions renew automatically at the end of each billing period (for example, monthly or annually); and
• subscription fees for the next billing period will be charged to your designated payment method.

You may cancel auto-renewal in accordance with the instructions in the Service or in your Order. Cancellation will take effect at the end of the current billing period, and (unless required by law) fees already paid are non-refundable.

8.2 Seats and usage

Where your plan is based on the number of seats, users, channels or other usage metrics, you agree to pay fees for any additional usage in accordance with the pricing in your Order. We may charge for additional usage in arrears or at the next billing cycle.

8.3 Taxes

Fees are exclusive of any applicable taxes, duties or similar governmental assessments (collectively, "Taxes"), unless stated otherwise. You are responsible for paying all Taxes associated with your purchases, excluding Taxes based on our net income.

8.4 Free trials and evaluations

We may offer free trials, pilots or evaluation access to the Service. We may modify or withdraw a trial at any time. If you choose to continue with a paid plan after a trial, the applicable subscription fees will apply.

9. Third-Party Services and Integrations

The Service may allow or require you to connect to, or interoperate with, third-party platforms, marketplaces, carriers, payment providers, analytics tools or other services ("Third-Party Services"), such as Amazon, eBay, Shopify, logistics providers, marketplaces and others.

Your use of Third-Party Services is governed by the separate terms, conditions and policies of those providers. We do not control, endorse or assume responsibility for Third-Party Services or how they handle your data.

To the fullest extent permitted by law, Vastyn is not liable for any issues, losses or damages arising from or related to:

• your use of or inability to use any Third-Party Service; or
• changes, failures, errors or downtime affecting any Third-Party Service.

10. Disclaimers

The Service, including all AI Features, Vastyn Content, Third-Party Content and Third-Party Services accessible through or displayed in the Service, is provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, Vastyn and Versatile Commerce Limited:

• disclaim all warranties, representations and conditions of any kind, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, quiet enjoyment or title; and
• do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or harmful components, or that defects will be corrected.

You acknowledge that:

• data transmitted through the Service passes over networks that we do not own or control;
• we are not responsible for any loss, alteration, interception or storage of data across such networks; and
• you are solely responsible for maintaining appropriate backups and safeguards for your data, User Content and Outputs.

11. Limitation of Liability

11.1 General limitation

To the fullest extent permitted by law, in no event shall Vastyn, Versatile Commerce Limited, or their directors, officers, employees, contractors, partners or licensors be liable for:

• any indirect, incidental, special, consequential, exemplary or punitive damages;
• any loss of profits, revenue, business, contracts, anticipated savings, goodwill, data, or other intangible losses;
• any business interruption or loss of opportunity;

arising out of or in connection with these Terms or your use of (or inability to use) the Service, whether based on contract, tort (including negligence), strict liability or any other legal theory, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, our aggregate total liability for all claims arising out of or relating to the Service or these Terms shall not exceed the greater of:

• the total fees you paid to Vastyn for the Service giving rise to the claim in the twelve (12) months immediately preceding the first event giving rise to the claim; or
• USD 100 (or equivalent in local currency).

11.2 Specific limitation for AI Features (critical)

AI Features and AI Outputs are used entirely at your own risk.

Without limiting anything else in these Terms, and to the maximum extent permitted by applicable law:

• Any use of AI Features and any reliance on AI Outputs is solely and completely your responsibility. Vastyn and Versatile Commerce Limited have no responsibility or liability, and you will not hold or attempt to hold Vastyn or Versatile Commerce Limited responsible, for:
  • any inaccuracy, error, omission, bias, delay or defect in AI Outputs;
  • any data loss, data corruption, mis–classification, mis–pricing, wrong listing, wrong content or other issue caused directly or indirectly by AI Features or AI Outputs;
  • any decision, action or omission taken by you or anyone acting on your behalf that is based on, influenced by, or associated with AI Outputs; or
  • any direct, indirect, consequential, incidental, special or punitive loss or damage arising from or relating to AI Features or AI Outputs.
• You explicitly agree that you will not bring any claim, complaint, action, demand or legal challenge of any kind against Vastyn or Versatile Commerce Limited:
  • on the basis that AI Features were available, enabled or used in your account; or
  • on the basis of the content, quality, behaviour or effects of any AI Output, whether such effects are direct or indirect.
• You are entirely responsible for:
  • reviewing and verifying AI Outputs before using them in production, publishing them, sending them to marketplaces, customers or partners, or taking any operational or financial decisions based on them;
  • implementing appropriate internal checks, validations, approvals, fallbacks and monitoring to detect and mitigate errors or anomalies in AI Outputs; and
  • maintaining up-to-date backups and safeguards to protect your data and systems against errors or unexpected behaviour arising from AI Features.

In simple terms: all risk relating to AI Features and AI Outputs rests entirely with you, not with Vastyn or Versatile Commerce Limited.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law (for example, for fraud or for death or personal injury caused by negligence).

12. Indemnity

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Vastyn, Versatile Commerce Limited and their directors, officers, employees, contractors, partners and licensors from and against any and all claims, demands, actions, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising out of or related to:

• your breach of these Terms or any Vastyn Policy;
• your User Content or Outputs, including any allegation that they infringe or violate any third-party rights or applicable law;
• your use of AI Features or reliance on AI Outputs; or
• your use of any Third-Party Service in connection with the Service.

13. Term and Termination

These Terms commence when you first access or use the Service and continue until your account is closed or your subscription (if any) ends, unless terminated earlier in accordance with this section.

13.1 Termination by you

You may stop using the Service at any time. Where you have a paid subscription, you may cancel in accordance with section 8 and your Order. Cancellation does not automatically entitle you to a refund, except where required by law or expressly stated in your Order.

13.2 Termination or suspension by Vastyn

We may suspend or terminate your access to the Service (in whole or in part) immediately if:

• you materially breach these Terms or any Vastyn Policy and fail to remedy the breach (where remediable) within a reasonable time after we notify you; or
• we are required to do so by law, regulation or a competent authority; or
• your use of the Service creates or is likely to create risk or harm for us, other users, third parties or the security or stability of the Service.

13.3 Effects of termination

Upon termination or expiry of your access to the Service:

• your right to use the Service ceases immediately;
• we may (but are not obliged to) delete or deactivate your account and any related User Content and Outputs held in the Service, subject to any legal obligations to retain certain data; and
• any provisions of these Terms that by their nature are intended to survive termination (including, without limitation, ownership, payment obligations, AI and liability clauses, indemnity and governing law) shall continue in full force and effect.

14. Changes to the Service and to these Terms

We continually improve and evolve Vastyn. We may add, modify or remove features or functionality, change usage limits, or discontinue parts of the Service.

We may update these Terms from time to time. When we do so, we will post the updated version and change the effective date at the top of the document. Where changes are material and adversely affect your rights, we will provide you with reasonable prior notice via the Service, by email, or by other appropriate means.

If you continue to use the Service after the updated Terms become effective, you will be deemed to have accepted them. If you do not agree to the updated Terms, you must stop using the Service.

15. Governing Law and Dispute Resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

You and Vastyn 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 these Terms or their subject matter or formation.

Before commencing any formal legal proceedings, you agree to first contact us and give us a reasonable opportunity to resolve the issue informally.

16. Miscellaneous

16.1 Compliance with law

You agree to comply with all applicable laws, regulations and industry rules related to your use of the Service, including export control, sanctions, data protection, eCommerce, consumer and marketplace regulations.

16.2 Assignment

You may not assign, transfer or delegate any of your rights or obligations under these Terms without our prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of your assets, provided that such successor agrees to be bound by these Terms.

We may assign or transfer these Terms (in whole or in part) without restriction and without notice, including to any affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of assets.

16.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16.4 Waiver

No failure or delay by Vastyn in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

16.5 Notices

We may provide you with notices by email, through the Service interface, or by other reasonable means. You are responsible for keeping your contact details in your account up to date so that you can receive important communications.

16.6 Entire agreement

These Terms, together with any Orders and Vastyn Policies expressly incorporated by reference, constitute the entire agreement between you and Vastyn regarding the Service and supersede all prior or contemporaneous agreements, proposals or communications relating to the Service.