Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and CLYRO SOLUTIONS LTD, a company incorporated in the Republic of Cyprus ("Clyro", "Company", "we", "us", or "our"), governing your access to and use of the Clyro website: https://www.clyro.com/ (the "Website"), browser extensions, applications, software, and all related services offered therein (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

For the purposes of these Terms, the term "User", "you", or "your" refers solely to the entity or individual subscribing to or using the Service and does not include the User's own customers, clients, or end-users. To the extent the Company processes any personal data relating to the User's customers, clients, or end-users on the User's behalf in connection with the provision of the Service, such processing is carried out subject to these Terms and the Company's Privacy Policy. Individuals whose personal data is processed through the User's use of the Service should refer to the privacy policies, terms of service, or other notices of the User with whom they have a direct relationship for information regarding how that User engages service providers, including the Company, to process personal data on its behalf. To the fullest extent permitted by applicable law, such individuals shall not rely on any representations made by the Company or on these Terms or this Privacy Policy as creating any direct rights or obligations between such individuals and the Company.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of the Service

Clyro provides an artificial-intelligence-powered software system that enables users to edit, customize, generate, and modify Shopify Online Store 2.0 theme code through natural language instructions and automated tools. The Service may generate, modify, or apply code, design elements, sections, blocks, layouts, styling, functional components, images, or other assets to the user's Shopify store or selected theme.

Clyro operates as a software layer interacting with user-controlled Shopify environments and does not provide hosting, website-building infrastructure, or marketplace services.

3. Eligibility and Accounts

You must be at least eighteen (18) years of age and legally capable of entering into binding contracts to use the Service. You agree to provide accurate, complete, and current information when creating an account and to maintain the security of your account credentials. You are solely responsible for all activity conducted through your account, including any instructions submitted to the Service and any resulting changes made to your Shopify store or digital assets.

4. User Responsibilities

You acknowledge that the Service executes instructions based on User inputs and automated processing. You are solely responsible for reviewing, testing, and validating all outputs before deployment or publication. You agree that you are responsible for maintaining backups of your Shopify themes, data, and store content. The Company shall not be responsible for any loss of data, loss of functionality, or damage to themes, code, or store configurations resulting from user instructions, AI-generated outputs, integrations, or third-party platform behavior.

You agree not to use the Service in any manner that violates any applicable laws, infringes intellectual property rights, interferes with platform security, attempts unauthorized access to systems, or disrupts the operation of the Shopify platform or other third-party services in any way.

5. Third-Party Platforms and Integrations

The Service integrates with third-party platforms, including the Shopify platform. Your use of such third-party platforms is governed by the terms, conditions, and policies of the respective providers. Clyro does not control and is not responsible for the availability, functionality, or policies of third-party platforms, nor for any actions taken by such platforms that affect your store, account, or content.

The Service operates in conjunction with third-party platforms, including Shopify and other integrations that are not owned or controlled by the Company. The Company shall not be responsible for any act, omission, malfunction, security issue, suspension, account limitation, or policy enforcement carried out by any third-party provider. Nothing in these Terms shall be deemed to create any third-party beneficiary rights, and no third party shall have any right to enforce these Terms against the Company.

6. Intellectual Property Rights

All rights, title, and interest in and to the Service, including but not limited to all software, algorithms, interfaces, designs, documentation, trademarks, and proprietary technology, is and shall remain the exclusive property of the Company or its authorized licensors. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

You shall not use the Service, directly or indirectly, to develop, create, train, support, or operate any competing or substantially similar product or service, including any copycat or derivative AI editing, code-generation, or theme-modification system. You shall not reverse engineer, decompile, attempt to extract underlying models, algorithms, prompts, workflows, or system architecture, or otherwise attempt to reproduce the functionality of the Service. You further agree not to use the Service in any manner that infringes, misappropriates, or otherwise violates the Company's intellectual property rights, and you shall not represent, suggest, or imply any partnership, affiliation, endorsement, or association with the Company without the Company's prior written consent.

You shall not access or use the Service for the purpose of monitoring availability, performance testing, benchmarking, competitive analysis, training competing artificial-intelligence systems, or developing products or services that compete with the Company, without the Company's prior written consent.

You retain ownership of the content and materials that you submit to the Service. To the extent necessary to provide the Service, you grant the Company a worldwide, non-exclusive, royalty-free license to process, host, transmit, and analyze such materials for the purpose of operating, maintaining, improving, and delivering the Service.

7. AI-Generated Outputs

Outputs generated by the Service are produced automatically using artificial intelligence and may contain errors, unintended code behavior, or results inconsistent with your expectations. The Company does not guarantee the accuracy, completeness, reliability, security, or suitability of any generated output. You are solely responsible for testing, reviewing, and approving any output before implementation or public deployment.

8. Fees, Credits and Payment

Access to certain features of the Service may require payment of subscription fees or usage-based charges. The Company offers multiple subscription tiers, which may include free plans, starter plans, growth plans, advanced plans, or other plan variations, each providing different levels of access, features, support levels, processing credits, and usage thresholds, as described on the Company's pricing page and updated from time to time. Certain features of the Service operate on a credit-based system, where specific actions, requests, or processing activities consume credits. Credits are allocated according to the User's subscription plan and may expire at the end of the applicable billing cycle unless otherwise specified. Unused credits do not automatically roll over unless expressly stated in the applicable plan terms.

The Company may introduce additional paid features, usage-based overage charges, add-on services, or credit purchase options at its sole discretion. Any additional credit purchases, add-ons, or overage usage may be billed separately according to the pricing then in effect.

All fees are payable in advance unless otherwise expressly stated and are non-refundable except as required by applicable law. The Company reserves the right to modify pricing, subscription plans, billing cycles, credit allocations, feature availability, or billing structures upon reasonable prior notice to the User. Following such notice, continued access to or use of the Service shall constitute acceptance of the updated fees, pricing, or billing terms.

Service credits, usage allocations, or processing credits provided under any subscription plan have no cash value, are non-transferable, non-refundable, and may not be resold, exchanged, or converted into monetary value. Unless otherwise expressly stated, unused credits expire at the end of the applicable billing period.

9. Automatic Renewal and Billing Authorization

Unless otherwise stated, all paid subscriptions automatically renew at the end of each billing period for successive renewal periods equal in length to the initial subscription term. By purchasing a subscription, you authorize the Company and its designated payment processors to automatically charge the applicable subscription fees, overage charges, add-on fees, and applicable taxes to your selected payment method at each renewal period until the subscription is cancelled. You may cancel renewal at any time through your account settings; cancellation will take effect at the end of the current billing cycle unless otherwise required by law.

10. Suspension and Termination

The Company may suspend or terminate your access to the Service at any time if you violate these Terms, engage in any unlawful activity, create security risks, or otherwise misuse the Service. You may discontinue use of the Service at any time. Upon termination, all licenses granted under these Terms will immediately cease.

11. Disclaimers

The Service, including all AI-generated outputs, integrations, code modifications, and automated processes, is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, the Company expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility with Shopify or third-party systems, accuracy of generated outputs, uninterrupted operation, security, or error-free performance. The Company does not warrant that any generated code, theme modification, or automated change will function as intended or will not affect the performance, availability, or functionality of the User's store or systems.

12. Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its affiliates, directors, officers, employees, licensors, and contractors shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, corruption of themes, store downtime, business interruption, reputational damage, or loss of business opportunities, arising out of or related to the use of, or inability to use, the Service, AI-generated outputs, third-party integrations, or automated modifications, even if the Company has been advised of the possibility of such damages.

Without prejudice to the foregoing, the total aggregate liability of the Company arising out of or related to the Service shall in no event exceed the total amount paid by the User to the Company during the three (3) months preceding the event giving rise to the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, contractors, licensors, and partners from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your unlawful use of the Service
• Instructions submitted by you to the Service
• Deployment or use of AI-generated outputs
• Your Shopify store operations or content
• Your violation of these Terms
• Your violation of any law or third-party rights, including intellectual property rights

14. Modifications to the Terms

The Company may update these Terms from time to time. Updated versions will be posted on the Company's website and will become effective upon publication unless otherwise stated. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the revised Terms.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Cyprus.

16. Force Majeure

The Company shall not be liable for any delay or failure to perform any obligation under these Terms resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, telecommunications failures, power outages, governmental actions, labor disputes, or failures of third-party hosting or platform providers.

17. Assignment

The User may not assign, transfer, sublicense, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer these Terms, in whole or in part, to any affiliate, successor, or acquirer without restriction.

18. Data Protection and Processing of Personal Data

The Company is committed to protecting the privacy and security of personal data processed in connection with the Service. To the extent the Company processes personal data on behalf of the User in connection with the User's use of the Service, the Company shall act as a data processor and the User shall act as the data controller, unless otherwise expressly stated.

The Company shall process personal data solely for the purpose of providing, maintaining, securing, improving, and supporting the Service, and in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), and any applicable national implementing legislation. The Company shall implement appropriate technical and organizational measures designed to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, alteration, or disclosure, taking into account the nature of the processing and the information available to the Company.

The User represents and warrants that it has obtained all necessary rights, consents, and lawful bases required under applicable law to submit, transmit, or otherwise make available any personal data through the Service and that such data processing does not violate any applicable data protection or privacy laws. The User remains solely responsible for determining the lawful basis for processing personal data and for providing any required notices to data subjects.

The Company may engage subprocessors and service providers, including cloud hosting providers, infrastructure providers, payment processors, analytics providers, and support service providers, for the purpose of delivering the Service. The Company shall take reasonable steps to ensure that such subprocessors are subject to appropriate contractual obligations regarding confidentiality, security, and data protection consistent with applicable law.

To the extent permitted by applicable law, the User authorizes the Company to process personal data in jurisdictions outside the European Economic Area where necessary for the operation of the Service, provided that appropriate safeguards are implemented in accordance with applicable data protection requirements.

The Company shall retain personal data only for as long as necessary to provide the Service, comply with legal obligations, resolve disputes, enforce these Terms, and protect the Company's legal rights. Upon termination of the User's account, the Company may delete or anonymize personal data in accordance with its data retention policies, except where retention is required by applicable law.

Nothing in these Terms shall be construed as creating any obligation for the Company to monitor, verify, or control the personal data submitted by Users. The Company shall not be responsible for the content, accuracy, legality, or reliability of personal data uploaded, processed, or transmitted by the User through the Service.

Further details regarding the Company's data handling practices are set out in the Company's Privacy Policy, which forms an integral part of these Terms and can be found on the Company's Website.

To the extent required under applicable data protection laws, the following provisions shall apply to the processing of personal data by the Company on behalf of the User: