Terms of Service

Last updated: February 13, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and EcomBrain, a company incorporated and registered in Switzerland ("EcomBrain," "we," "us," or "our"). By creating an account, accessing, or using the EcomBrain platform and any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a business or legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

EcomBrain is an autonomous commerce intelligence platform that connects your e-commerce tools, discovers profit opportunities, and executes optimizations within guardrails you define. The Service includes:

  • Data Integration: Connecting to and ingesting data from third-party commerce platforms (e.g., Shopify, Meta Ads, Klaviyo, Google Analytics)
  • AI-Powered Analysis: Processing your commerce data using artificial intelligence, including third-party AI models, to generate insights and recommendations
  • Autonomous Actions: Executing actions on connected platforms (e.g., adjusting ad budgets, pausing underperforming campaigns, triggering email flows) within parameters you configure
  • Reporting and Dashboards: Presenting performance data, insights, and action logs through the EcomBrain interface

Features, functionality, and the scope of the Service may evolve over time as described in Section 11.

3. Eligibility and Account Registration

You must be at least 18 years of age and capable of entering into a binding contract to use the Service. When you create an account, you agree to provide accurate, complete, and current information. You are solely responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account, whether or not authorized by you
  • Notifying us immediately at legal@ecombrain.io of any unauthorized access or security breach

EcomBrain reserves the right to suspend or terminate accounts that contain inaccurate information or violate these Terms.

4. Subscription, Fees, and Payment

Subscription Plans. The Service is offered on a subscription basis. The specific features, usage limits, and pricing applicable to your plan are described on our pricing page or in a separately executed order form.

Billing. Fees are billed in advance on a monthly or annual basis, as selected at the time of subscription. All fees are quoted and payable in the currency specified at checkout and are non-refundable except as expressly stated herein or required by applicable law.

Taxes. All fees are exclusive of applicable taxes (including VAT). You are responsible for all taxes associated with your use of the Service, except for taxes based on EcomBrain's net income.

Price Changes. We may adjust pricing with at least 30 days' prior written notice. Price changes take effect at the start of your next billing cycle. If you do not agree to the new pricing, you may cancel your subscription before the change takes effect.

Late Payment. If payment is not received when due, we reserve the right to suspend access to the Service after providing 10 days' written notice. Overdue amounts may accrue interest at the rate of 5% per annum or the maximum rate permitted by Swiss law, whichever is lower.

5. Data, Integrations, and Third-Party Services

Your Authorizations. To provide the Service, EcomBrain connects to third-party platforms on your behalf. By connecting a platform, you represent and warrant that you have all necessary rights, permissions, and authorizations to share data from that platform with EcomBrain and to permit EcomBrain to take actions on your behalf.

Third-Party AI Providers. The Service utilizes artificial intelligence models provided by third parties, including but not limited to OpenAI and Anthropic, to analyze your data and generate insights. Your commerce data may be transmitted to these providers for processing. We maintain data processing agreements with these providers that restrict their use of your data. We do not permit third-party AI providers to use your data to train their models.

Third-Party Terms. Your use of connected third-party services remains subject to the respective terms and policies of those services. EcomBrain is not responsible for the acts, omissions, availability, or policies of any third-party service.

Data Processing. We process your data in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement ("DPA") executed between you and EcomBrain, in compliance with the EU General Data Protection Regulation ("GDPR") and the Swiss Federal Act on Data Protection ("FADP").

6. Autonomous Actions and Customer Control

Configurable Autonomy. EcomBrain may execute actions on connected platforms automatically, including but not limited to pausing or adjusting advertising campaigns, modifying product listings, and triggering marketing automations. The scope and type of autonomous actions are determined by the trust level and guardrails you configure within the Service.

Your Responsibility. You are solely responsible for configuring appropriate trust levels, guardrails, spending limits, and approval workflows. You acknowledge that autonomous actions may have direct financial consequences on your business operations, including advertising spend and revenue.

Action Logging. All autonomous actions executed by EcomBrain are logged in your account's action history. You can review, audit, and export these logs at any time.

Revocation. You may reduce the level of autonomy granted to EcomBrain or revoke autonomous action permissions entirely at any time through your account settings. Revocation takes effect immediately for new actions; actions already in progress may complete.

No Guarantee of Outcomes. While EcomBrain uses commercially reasonable efforts to optimize your commerce operations, we do not guarantee any specific financial outcome, return on investment, or performance improvement. AI-generated recommendations and autonomous actions are based on probabilistic models and may not always produce desired results.

7. Acceptable Use

You agree not to, and not to permit any third party to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying models of the Service
  • Access or attempt to access another customer's account or data
  • Use the Service to transmit malicious code, spam, or any content that violates applicable law
  • Interfere with or disrupt the integrity or performance of the Service
  • Use the Service to engage in fraudulent, deceptive, or illegal activity
  • Resell, sublicense, or otherwise make the Service available to third parties without EcomBrain's prior written consent
  • Circumvent or attempt to circumvent usage limits, rate limits, or security measures
  • Use the Service in violation of any applicable export control or sanctions regulations

Violation of this section may result in immediate suspension or termination of your account without prior notice.

8. Intellectual Property

EcomBrain IP. The Service — including all software, algorithms, machine learning models, user interface designs, documentation, trademarks, and proprietary methodologies — is and remains the exclusive property of EcomBrain and its licensors, protected by Swiss and international intellectual property laws. These Terms grant you no rights to EcomBrain's intellectual property except the limited license to use the Service as described herein.

Your Data. You retain all rights, title, and interest in and to your data, including all commerce data, account data, and any content you upload to or create through the Service ("Customer Data"). You grant EcomBrain a limited, non-exclusive, worldwide license to use, process, and store Customer Data solely to provide and improve the Service.

Aggregated Data. EcomBrain may generate anonymized, aggregated data derived from your usage of the Service that does not identify you or any individual ("Aggregated Data"). EcomBrain owns all rights to Aggregated Data and may use it for benchmarking, analytics, product improvement, and research purposes.

Feedback. If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant EcomBrain an irrevocable, royalty-free, worldwide license to use and incorporate such Feedback without restriction or obligation to you.

9. Service Level and Availability

Availability Target. EcomBrain uses commercially reasonable efforts to maintain Service availability of 99.5% uptime on a monthly basis, excluding scheduled maintenance windows. This is a target, not a guarantee, unless a separate Service Level Agreement ("SLA") has been executed with your account.

Scheduled Maintenance. We will provide at least 48 hours' advance notice for planned maintenance that may affect Service availability, except in the case of urgent security patches.

Support. Support is provided through the channels and at the response times specified in your subscription plan. EcomBrain does not provide legal, financial, or tax advice.

10. Term, Termination, and Suspension

Term. These Terms are effective from the date you first access the Service and continue for the duration of your subscription, unless terminated earlier in accordance with this section.

Termination by You. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial periods.

Termination by EcomBrain. We may terminate or suspend your access to the Service immediately, without prior notice, if: (a) you materially breach these Terms and fail to cure such breach within 14 days of written notice; (b) you fail to pay applicable fees; (c) we are required to do so by law; or (d) we reasonably believe your use poses a security risk to the Service or other customers.

Effect of Termination. Upon termination: (a) your right to access and use the Service ceases immediately; (b) we will make your Customer Data available for export for a period of 30 days following termination, after which it will be permanently deleted; (c) all accrued payment obligations survive termination.

11. Service Modifications

EcomBrain may modify, update, or discontinue features of the Service at any time. For material changes that negatively affect the core functionality of the Service:

  • We will provide at least 30 days' prior written notice
  • You may terminate your subscription without penalty within 30 days of such notice if the change materially diminishes the value of the Service to you
  • In the event of early termination under this section, we will provide a pro-rata refund of any prepaid fees for the unused portion of your subscription term

12. Disclaimer of Warranties

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 BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EcomBrain does not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) AI-generated insights or autonomous actions will be accurate, complete, or produce desired business outcomes; or (d) the Service will meet your specific requirements.

13. Limitation of Liability

Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECOMBRAIN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ECOMBRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOMBRAIN'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ECOMBRAIN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED SWISS FRANCS (CHF 100).

Autonomous Actions. Without limiting the foregoing, EcomBrain shall not be liable for any losses, costs, or damages arising from autonomous actions executed on connected platforms, including but not limited to changes in advertising spend, campaign modifications, or marketing automation triggers, where such actions were within the trust level and guardrails configured by you.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded under applicable Swiss law.

14. Indemnification

You agree to indemnify, defend, and hold harmless EcomBrain and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) Customer Data you provide to the Service.

15. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties or used for any purpose other than performing obligations under these Terms, except: (a) with the disclosing party's prior written consent; (b) as required by law or court order; or (c) to professional advisors bound by confidentiality obligations.

16. Modifications to Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' prior notice via email to the address associated with your account or through a prominent notice within the Service. The "Last updated" date at the top of this page reflects the most recent revision.

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your subscription in accordance with Section 10.

17. Governing Law and Dispute Resolution

Governing Law. These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Arbitration. Any dispute, controversy, or claim arising out of or in connection with these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted. The seat of arbitration shall be Zurich, Switzerland. The arbitration shall be conducted by a sole arbitrator. The language of the arbitration shall be English.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any applicable DPA or order form, constitute the entire agreement between you and EcomBrain regarding the Service, superseding all prior agreements and understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

No Waiver. The failure of EcomBrain to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or your rights hereunder without EcomBrain's prior written consent. EcomBrain may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. EcomBrain shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, power outages, or failures of third-party services or infrastructure.

Notices. Notices under these Terms shall be sent by email — to the address associated with your account for notices to you, and to legal@ecombrain.io for notices to EcomBrain. Notices are deemed received on the business day following transmission.

19. Contact

For questions about these Terms of Service:

EcomBrain

Switzerland

legal@ecombrain.io