Terms of Service

Applied AI Inc. · Delaware C-Corporation
Effective date: May 12, 2026
Last updated: May 12, 2026
Status: Draft pending final US-counsel review. Full version expected by end of Sprint 2 (May 2026). Material changes will be communicated 30 days before they take effect.

These Terms of Service ("Terms") govern your access to and use of the services, websites, and products offered under the ShiftKit brand ("Services") by Applied AI Inc., a Delaware corporation ("we", "us", "Applied AI"). By accessing the Services or paying for an engagement, you agree to these Terms.

1. The Services

ShiftKit provides advisory, implementation, and monitoring services for businesses operating on the WhatsApp Business Platform, currently consisting of three product lines: ShiftKit / Migrate, ShiftKit / Optimize, and ShiftKit / Unlock. Each product line is described in detail at exautomatica.com/shiftkit. The free audit at exautomatica.com/shiftkit/audit is informational and creates no contractual obligation until you book a paid engagement.

2. Eligibility

You must be at least 18 years old and have the legal authority to enter into contracts on behalf of the entity for which you are booking Services. Services are intended for business customers, not consumers.

3. Engagement scope

Each paid engagement is governed by a written scope of work delivered before billing. The scope defines deliverables, timeline, success criteria, and any explicit exclusions. We do not perform work beyond the agreed scope without a written change order. Verbal agreements do not modify the scope.

4. Payment and pricing

• Currency. All prices are stated in US Dollars (USD). International payment processors apply foreign-exchange conversion at their prevailing rate.
• Processing. Payments are processed through Stripe. By paying, you also agree to Stripe's terms of service. We do not store payment card data; Stripe does.
• Taxes. Applicable sales tax, VAT, or equivalent indirect taxes are added at checkout based on your billing location. You are responsible for any other taxes assessed in your jurisdiction (including, in KSA and UAE, value-added tax where applicable).
• Invoicing. Net-zero terms (payment at booking) unless otherwise agreed in writing. Custom invoicing available on request for enterprise engagements.

5. Refunds

Refund eligibility and process are governed by our Refund Policy, which is incorporated by reference into these Terms. The Refund Policy controls in case of conflict with this section.

6. Intellectual property

• Your data and code. You retain all rights, title, and interest in your own data, source code, customer records, and proprietary business processes. We claim no ownership over your materials.
• Our deliverables. Migration code, audit reports, monitoring dashboards, and other engagement artifacts we deliver to you are licensed to you for unlimited internal use within your business. You may not resell or sub-license these deliverables to third parties without written permission, except where the engagement is explicitly a white-label arrangement (e.g., the ShiftKit / Migrate Agency White-Label tier), in which case the relevant white-label agreement controls.
• Our methods. Internal playbooks, scoring models, the audit-widget logic, the ShiftKit brand, and the content of public reference materials (cornerstones, blog posts, llms.txt) remain the exclusive property of Applied AI Inc.

7. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during an engagement. This includes your customer data, technical architecture, and business metrics, and our internal pricing, scoring logic, and unreleased product roadmap. The obligation survives the end of the engagement for three (3) years. Standard exceptions apply (information that becomes publicly available through no fault of the receiving party, information independently developed, etc.).

8. Data protection

We process limited personal data on your behalf in the course of delivering the Services. Our handling is governed by our Privacy Policy, which is incorporated by reference. Where you act as a data controller and we act as a data processor (e.g., when migrating your customer database), we will execute a data processing agreement on request.

9. Service-level commitments

• Audit reports are delivered within the timeline stated in the paid engagement scope (typically 48 hours for the $499 audit). We do not warrant a specific business outcome beyond the deliverable itself.
• Migration sprints are delivered within the agreed sprint window (typically 5 working days). If we miss the timeline by more than 25% without a documented external cause (BSP outage, Meta API change, your team's unavailability), we credit a proportional refund per the Refund Policy.
• Monitoring services target 99.5% monthly uptime. We post incident reports at exautomatica.com/shiftkit/status.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Services are provided "as is" and "as available." We disclaim all warranties not expressly granted in these Terms, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that the Services will be uninterrupted, error-free, or that any specific business result will be achieved. WhatsApp Business Platform behavior is controlled by Meta and may change without notice; we cannot warrant against changes in Meta's terms, APIs, or pricing.

11. Limitation of liability

To the maximum extent permitted by law, the aggregate liability of Applied AI Inc. arising out of or relating to the Services shall not exceed the amount you paid us for the specific engagement giving rise to the claim during the twelve (12) months preceding the event. In no event shall we be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow these limitations; in those jurisdictions, our liability is limited to the minimum extent permitted.

12. Indemnification

You agree to indemnify, defend, and hold harmless Applied AI Inc. and its officers, employees, and contractors from any claim, loss, or expense (including reasonable attorneys' fees) arising out of: (a) your breach of these Terms, (b) your misuse of the Services, (c) your violation of any third-party rights including Meta's WhatsApp Business Platform terms, or (d) the content of any data you provided us during an engagement.

13. Suspension and termination

We may suspend or terminate your access to the Services if you breach these Terms, fail to pay invoices when due, or use the Services in a manner that violates applicable law or Meta's WhatsApp Business Platform policies. You may cancel a subscription Service (monitoring, agency white-label) at any time effective at the end of the current billing period. Termination does not relieve you of payment obligations already incurred.

14. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, in English. Either party may seek injunctive relief in court for intellectual property or confidentiality breaches. You waive the right to participate in any class action.

15. Modifications

We may update these Terms from time to time. Material changes will be communicated by email to active customers and posted on this page at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance.

16. Miscellaneous

• Entire agreement. These Terms (with the Privacy Policy and Refund Policy) constitute the entire agreement between you and Applied AI Inc. regarding the Services.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

17. Contact

Applied AI Inc.
Attn: Legal
131 Continental Drive, Suite 305
Newark, DE 19713
Wilmington, Delaware, USA

Email: mercury@exautomatica.com — use subject lines "legal", "billing", or "operational" to route correctly.