1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Ninu Limited (trading as DijiPilot) ("Company", “we”, “us”, or “our”), concerning your access to and use of the https://dijipilot.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

Our services (the "Services") involve providing an all-in-one business launch platform, which includes but is not limited to, the creation of an e-commerce website, product design and sourcing via Print-on-Demand, content creation, and marketing setup (collectively, the "Deliverables"). Our Services are intended primarily for business use.

Supplemental terms and conditions or documents that may be posted on the Site from time to time, including our Privacy Policy, Refund Policy, Delivery Policy, and Cookie Policy, are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site and Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use our Services or register for the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

Unless otherwise indicated, the Site and our proprietary systems are our property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions. This includes, but is not limited to, the DijiPilot Academy. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to access the DijiPilot Academy solely for your internal business use in relation to the Services you have purchased, and not for resale, redistribution, or providing a competing service. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

You retain full and exclusive ownership of all materials that you provide to us, including but not limited to any pre-existing logos, brand names, text, and images (your ‘Contributions’). Upon full and final payment of the One-Time Setup Fee, you will also obtain full and exclusive ownership of the following additional Customer IP created specifically for your business:

• The unique, final branding assets we create specifically for your business, including your logo, brand name, and any associated trademarks; and
• The specific e-commerce store instance configured and delivered to you. You are and shall remain the legal owner and account holder for all Third-Party Websites and services (as defined in Section 13) set up on your behalf.

For the avoidance of doubt, your ownership of the "Store Instance" does not extend to, and you are granted no rights in, (a) the underlying e-commerce platforms (e.g., Shopify), (b) any third-party themes, applications, or plugins, (c) any stock photography, fonts, or other assets licensed by us from third parties for use in your Store, or (d) any open-source software components.

Company Intellectual Property in Deliverables ("Licensed Content")

Notwithstanding the foregoing, Ninu Limited (trading as DijiPilot) hereby creates and retains full, perpetual, and exclusive ownership of all right, title, and interest in and to the specific product designs, graphics, AI-generated images, and related creative assets (collectively, the "Licensed Content") generated by us for placement on products in your Store.

Automation Scripts, Code, and Configurations ("DijiPilot Code")

We retain full ownership of all proprietary software, code, automation scripts, workflows, and configuration logic we create or install as part of the Services (collectively, "DijiPilot Code"). Upon full payment of your One-Time Setup Fee, we grant you a perpetual, worldwide, non-exclusive license to use the DijiPilot Code solely within your own e-commerce store(s) as configured by us.

This license allows you to continue using the code and configurations after your Base Subscription is canceled; however, it does not obligate us to continue hosting, running, or updating any server-side automations or services once your Base Subscription has ended. You acknowledge that certain automations and features may stop functioning if they depend on our servers, systems, or subscription-based services.

Scope of Licensed Content (Including Pre-Paid Credits)

The definition of "Licensed Content" includes all product designs, graphics, and creative assets generated for your store, whether included in your original One-Time Setup package or created subsequently through the use of Pre-Paid Credits or other add-on design services. You acknowledge that any designs created via Pre-Paid Credits are subject to the exact same ownership, license grant, and exclusivity rules as the Licensed Content included in your original package. For the avoidance of doubt, the exclusivity of these additional designs is strictly tied to the active status of your Base Subscription.

License Grant to Licensed Content

Upon full and final payment of the One-Time Setup Fee, we hereby grant you a perpetual, worldwide, royalty-free license to use, reproduce, and display the Licensed Content, subject to the following conditions and states:

• Exclusive License: So long as your DijiPilot Base Subscription Fee (the core monthly fee associated with your package tier) remains active, paid, and in good standing, the license granted herein shall be exclusive. During such period, we shall not re-use, re-license, or re-sell the Licensed Content (your specific product designs) to any other client or third party. Canceling optional add-ons (such as extra automations) does not affect this exclusivity as long as the Base Subscription is active.
• Non-Exclusive License: In the event your DijiPilot Base Subscription Fee is canceled by you or terminated by us for any reason, the license granted herein shall, at the end of the final paid billing period, automatically convert to a non-exclusive license. You shall retain the perpetual right to use, sell, and duplicate the Licensed Content commercially for your own business, but DijiPilot shall no longer be restricted from using, licensing, or selling the designs for other purposes.

The effects of this conversion are further detailed in Section 17 (Term and Termination).

For the avoidance of doubt, our ownership and any reuse rights described in Section 17 apply only to the versions of the Licensed Content as originally delivered by us as part of your project. We do not claim any ownership or reuse rights in any later modifications, overlays, or derivative works that you create independently in your store after delivery.

3. USER REPRESENTATIONS

By using the Site and our Services, you represent and warrant that:

1. All registration information you submit (including all inputs to the Brand Questionnaire) will be true, accurate, current, and complete;
2. You will maintain the accuracy of such information and promptly update such information as necessary;
3. You have the legal capacity to enter into these Terms of Use and to form a binding contract and business entity;
4. You are at least 18 years of age;
5. You will not access the Site or Customer Panel through automated or non-human means, whether through a bot, script or otherwise;
6. You will not use the Site or Services for any illegal or unauthorized purpose;
7. Your use of the Site and Services will not violate any applicable law or regulation; and
8. You own or have the necessary licenses, rights, consents, and permissions for all materials you provide to us (including but not limited to logos, brand names, images, or copy), and that your provided materials (your "Contributions") do not infringe on any third-party intellectual property rights.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Services (or any portion thereof).

4. USER REGISTRATION

You will be required to register for an account in the DijiPilot Customer Panel to manage your project. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. OUR SERVICES AND PACKAGES

We provide comprehensive "do-it-for-you" service packages (e.g., DijiPilot Discovery, Rise, Summit, Empire, and Custom) designed to build and launch a complete e-commerce business.

We make every effort to display as accurately as possible the features, specifications, and details of the Services available on the Site. Full descriptions of package inclusions (such as the number of products, delivery timeframes, and included ad budgets) are available on our Site. We reserve the right to modify or discontinue any Services or packages at any time for any reason. Prices for all Services are subject to change.

The e-commerce store we deliver to you operates using third-party Print-on-Demand (POD) providers (such as Printify and Printful) and is built on a supported e-commerce platform (including but not limited to Shopify, WooCommerce, Wix, or Shopier). We set up these accounts in your name, and you retain full ownership of them. If there are any monthly fees for the standard use of these POD accounts, DijiPilot will inform you of such fees before opening the account. POD platforms may have paid plans that offer incentives/discounts; such plans are solely at the discretion of the user to subscribe to if they wish. While we integrate these services, we do not manufacture the physical products ourselves. All physical products sold on your store are subject to the availability, quality, and terms of these third-party providers.

As part of the Setup process, we may create accounts on your behalf, including but not limited to Google (Gmail/Business Email), Social Media, and Advertising accounts, using the business details you provide. You hereby authorize us to act as your agent for the sole purpose of establishing these accounts. Upon delivery ("Handover"), we will provide you with the credentials. You agree that you become the sole legal owner of these accounts immediately upon creation, and you are solely responsible for securing them (e.g., changing passwords) upon Handover.

6. PURCHASES AND PAYMENT

We accept the following forms of payment:

• Visa
• Mastercard
• American Express
• PayPal
• Shopify Payments Gateway

Our Fee Structure and Split-Pricing Policy

To ensure transparency and guarantee your legal ownership of the business, our pricing is structured into three distinct parts:

• 1. DijiPilot Fees (Payable to Us)
  • One-Time Setup Fee: A non-refundable (except as specified in our Refund Policy) fee paid to DijiPilot to cover the complete build of your e-commerce business. This fee specifically covers all services and deliverables stated in your selected package at the time of purchase, including but not limited to:
    • Website Construction: Full turnkey setup of a mobile-friendly e-commerce store on the agreed platform (e.g., Shopify), including theme installation and interface configuration.
    • Domain Name: We assist you in registering one (1) custom domain name in your own name and registrar account. The domain itself is a third-party service which you pay for directly to the registrar. Where stated on the package page, we may cover the initial registration or first year as part of your One-Time Setup Fee, but all renewals and ongoing fees are your responsibility to ensure you retain full legal ownership independent of DijiPilot.
    • Product & Collection Credits: Creation and synchronization of the specific number of Print-on-Demand products (ranging from 100 to 2,000 products) and collections (ranging from 10 to 200 collections) as defined in your specific package tier.
    • Revision Credits: The specific allocation of product revision credits included in your package (ranging from 0 to 500 credits), allowing for design adjustments prior to launch.
    • Marketing Budget: The specific initial marketing budget credited to your ad campaigns (ranging from £500 to £2,100) to cover initial ad spend.
    • Setup Services:
      • Language Support: Configuration of multi-language support (ranging from English-only to English + 9 languages).
      • SEO Configuration: Implementation of SEO settings, ranging from Basic SEO to Comprehensive SEO with Content Marketing and Backlinks, depending on your package.
      • Ad & Sales Channels: Setup of Google Shopping and Meta (Facebook/Instagram) sales channels and ad automation campaigns.
      • Content Creation: Generation of essential site content, product descriptions, and policies.
  • DijiPilot Base Subscription Fee (The "Base Subscription"): A mandatory recurring fee associated with your selected package. This fee covers:
    • Technical Support: Ongoing access to our support team.
    • Server & Automations: Costs for the proprietary automation scripts (such as stock and email automations) and the standard set of proprietary features we install on your store.
    • Design Exclusivity: Maintenance of your exclusive license to the custom product designs we created for you. You acknowledge that this exclusivity is tied strictly to the active status of your DijiPilot Base Subscription. Cancellation of the Base Subscription results in the conversion of your license to non-exclusive (as detailed in Section 2 and 17), even if you continue to pay for other add-on services.
  • Optional Add-On Fees: Fees for additional services selected by the user (e.g., AI Customer Support, Website Backups) which are separate from the Base Subscription.

  The amount of your Base Subscription Fee for each package is clearly displayed on our product/package pages (including the ‘plain package’ listings on the /collections page) at the time of purchase. For the avoidance of doubt, cancelling optional add-on services does not cancel your Base Subscription or affect your exclusive license to the Licensed Content.

• 2. Platform Subscription (Payable to Provider)
  • You are required to purchase a subscription directly from your e-commerce platform provider (e.g., Shopify, Wix, WooCommerce hosting, etc.).
  • Reason for Separation: We separate this cost to ensure you are the 100% legal owner of the store. Platform policies generally state that the entity paying the subscription is the legal owner. By paying the platform directly, you establish indisputable proof of ownership for your brand, store data, and business assets. While we build and support the store, you own the account.
  • We display the current platform pricing on our Site for transparency, but we do not charge this fee ourselves.
• 3. Third-Party App Subscriptions (If Applicable)
  • Depending on your specific requests, custom feature requirements, or the specific tier of service purchased, we may install additional third-party apps or plugins on your store to fulfill your vision.
  • Payment Obligation: You acknowledge that you are solely responsible for the payment of any subscription fees associated with these specific third-party apps. You are obligated to maintain the direct billing relationship with the app owner.
  • Transparency: DijiPilot will make you aware of any such required app fees prior to installation. Subscription to these apps is at your discretion; however, failure to maintain these subscriptions may result in a loss of the specific functionality provided by that app.

Pre-Paid Credits: Optional, non-expiring credits for services beyond your package limits, such as additional product designs or revisions.

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts. All subscription fees are pre-paid for the upcoming service period (monthly or annually) and are non-refundable once that billing period begins.

We reserve the right to change our recurring "Server and Support Fee" (Base Subscription) at any time. We will provide you with at least sixty (60) days' written notice (via email or your Customer Panel) before any such changes take effect. Your continued use of the Service after the price change constitutes your agreement to pay the new amount.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Site.

6A. SCOPE OF SERVICES AND ADDITIONAL REQUESTS

You acknowledge and agree that your One-Time Setup Fee covers only the specific features, deliverables (such as the number of products or pages), and number of revisions explicitly included in the DijiPilot package you purchased.

Any requests for additional work, customizations, features, or revisions that fall outside the defined scope of your purchased package are not included in the fee paid.

If you request such additional services, we may, in our sole discretion, provide you with a quote for the additional work. All such work shall be billed separately, either as a new service or through the use of "Pre-Paid Credits." We are under no obligation to accept or perform any work that is outside the scope of the originally purchased package.

7. REFUND POLICY

Our refund rules are strict due to the custom, automated, and immediate nature of our work. Please review our full Refund Policy at https://dijipilot.com/pages/refund-policy prior to making any purchases. All purchases are subject to its terms, which are incorporated herein by reference.

Key terms include:

One-Time Setup Fee: You may request a 100% full refund within 24 hours of purchase, only if you have not yet submitted your Brand Questionnaire. Once the Brand Questionnaire is submitted, work begins immediately, and the setup fee becomes non-refundable. By submitting the Brand Questionnaire, you expressly request immediate performance of the contract and acknowledge that you will lose your statutory 14-day right of withdrawal once performance begins. From any refund issued, we reserve the right to deduct any non-refundable, direct third-party costs incurred on your behalf (such as domain name registration).

Delivery Guarantee: You are entitled to a full refund of your One-Time Setup Fee if we fail to deliver your completed website within 30 days of your purchase or Brand Questionnaire submission (whichever is later) due to a technical error on our end. This does not apply to delays caused by you or third parties.

Subscription Fees: All recurring monthly or annual fees are pre-paid and are non-refundable once the billing period has begun. You may cancel at any time to stop all future billing.

Design Satisfaction: Design preference is subjective and is not grounds for a refund. We provide references on our Site and offer revision credits in most packages.

Ineligibility: No refund will be issued if your account is suspended or terminated for violating these Terms of Use, such as for illegal activities or intellectual property infringement.

Third-Party Payments Are Non-Refundable: DijiPilot acts only as the builder and support provider. We cannot issue refunds for any funds paid by you directly to third-party providers, including but not limited to:

• Shopify or other Platform subscription fees.
• Ad spend paid to Google, Meta, TikTok, or other networks.
• Domain registration fees paid to registrars.
• Third-party App subscription fees.

Any disputes regarding these payments must be directed to the respective third-party provider.

Exclusion of Third-Party Fees: Fees that you pay directly to third-party providers (such as your e-commerce platform subscription, third-party apps, POD providers, domain registrars, or advertising platforms) are strictly outside the scope of our Refund Policy. These payments are governed by your agreements with those specific providers and must be addressed with them directly.

8. PROHIBITED ACTIVITIES

You may not access or use the Site or our Services for any purpose other than that for which we make them available.

As a user of the Site and our Services, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use the Site or Services in a manner inconsistent with any applicable laws or regulations.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Attempt to impersonate another user or person or use the username of another user.
• Copy or adapt the Site’s software, including but not limited to the DijiPilot Academy content or our proprietary systems.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email.
• Use the Site or our Services as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

Furthermore, you are expressly prohibited from using our Services or the e-commerce store we deliver to you to:

• Engage in illegal or fraudulent activities.
• Violate any third-party's intellectual property rights, including copyright, trademark, or right of publicity. You warrant that any logos, designs, or assets you provide to us (your "Contributions") are your own or that you have the legal right to use them.

9. USER GENERATED CONTRIBUTIONS

The Site may provide you with the opportunity to create, submit, post, or transmit content and materials to us, most notably through the Brand Questionnaire, customer support channels, or any blog or forum functionality. This includes any text, logos, images, or other assets you provide (collectively, "Contributions").

When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, or transmission of your Contributions does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us to use your Contributions in the manner necessary to perform the Services.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not obscene, lewd, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not violate any applicable law, regulation, or rule.

Any use of the Site or Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Services.

10. CONTRIBUTION LICENSE

We do not claim ownership of your brand or your Contributions (your "Customer IP" as defined in Section 2). You retain full ownership of all of your Contributions and any intellectual property rights associated with them.

However, by submitting your Contributions (such as your Brand Questionnaire answers or brand assets), you automatically grant to us an unrestricted, non-exclusive, royalty-free, worldwide right and license to host, use, copy, reproduce, modify, reformat, translate, and distribute such Contributions for the sole and express purpose of performing the Services and creating your Deliverables. This license is necessary for us to build your website, design your products, and configure your store.

You also grant us a limited, perpetual, worldwide, royalty-free license to display your completed store (including its design and logo) in our public portfolio and marketing materials (e.g., the "Our References" page). If you do not wish for your store to be featured in our portfolio, you may opt-out by sending a written request to support@dijipilot.com. We will honor all such requests within five (5) business days of receipt. We will respect all such requests, including those subject to a separate Non-Disclosure Agreement (NDA).

We are not liable for any statements or representations in your Contributions. You are solely responsible for your Contributions and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

11. GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings for the DijiPilot service. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain references to illegal activity; (4) you should not be affiliated with competitors if posting negative reviews; (5) you may not post any false or misleading statements; and (6) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion.

12. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or our Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. This does not apply to your "Contributions" or "Customer IP" (your brand IP), which you own. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

13. THIRD-PARTY WEBSITES AND CONTENT

Our Services are fundamentally based on integrating and configuring independent third-party services ("Third-Party Websites"). These include, but are not limited to:

• E-commerce Platforms: Shopify
• Print-on-Demand (POD) Providers: Printify, Printful
• Payment Processors: Stripe, PayPal
• Marketing Platforms: Google, Meta (Facebook/Instagram), TikTok
• Marketplaces: Amazon, Etsy, eBay

Such Third-Party Websites and their content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites or their actions. This includes their uptime, outages, policy changes, pricing changes, account approval processes, or account suspensions.

Your eligibility to use these services (e.g., opening a Stripe account, getting approved for Shopify Payments, or creating an Amazon Seller account) is subject to their individual terms, policies, and geographic restrictions. We cannot guarantee your approval or acceptance by any third party.

If you decide to leave our Site and access Third-Party Websites or use their services, you do so at your own risk, and you should be aware these Terms of Use no longer govern. Our liability for disruptions caused by these third parties is strictly limited by our Refund Policy and Section 17.

For the avoidance of doubt, all fees you pay directly to Third-Party Websites (including but not limited to platforms, apps, POD providers, domain registrars, and ad platforms) are governed solely by your agreements with those providers and are not refundable by us. DijiPilot has no authority to issue refunds on behalf of these independent entities.

14. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

As a condition of our Service, you acknowledge and agree that you are solely responsible for the following obligations.

1. Pre-Launch Account and Credential Responsibilities

Our Service involves the configuration and integration of numerous Third-Party Websites (as defined in Section 13). While we will guide you, set up what we are permitted to, and perform all technical integrations, you are solely responsible for:

• Payment Processors: You must personally apply for, be approved by, and maintain your own payment processor accounts (such as Stripe, PayPal, or other local wallets). You must be eligible for these accounts based on your geographic location and business status.
• Bank Accounts: You must have a valid bank account in your name or your company's name to receive payouts from your payment processors.
• Marketplace Accounts: For any marketplace integrations (e.g., Amazon, Etsy, eBay), you must provide us with an active, verified seller account that is in a "ready to sell" status. We are not responsible for the marketplace's approval, review, or account suspension processes.
• Social & Ad Accounts: You are responsible for creating or providing access to any social media (e.g., Meta, TikTok) or advertising accounts (e.g., Google Ads) required for integration.

We are not responsible for any delays in your store's launch or for any lack of functionality if you fail to provide us with the necessary, approved, and functional accounts and credentials for these third-party services. Our responsibility is limited to performing the technical integration of the accounts you provide.

2. Post-Launch Operator Responsibilities

Upon "Launch & Handover" (as defined in our Delivery Policy), you become the primary operator of the e-commerce store. You agree that you are solely and exclusively responsible for:

3. Platform, App & Fee Responsibilities

You acknowledge that to maintain access to, ownership of, and full functionality of your store, you are solely responsible for paying all ongoing fees directly to third-party providers. This includes your e-commerce platform or hosting provider (such as Shopify, WordPress/WooCommerce, Wix, Shopier, etc.), domain registrar, advertising platforms, and any third-party applications (Apps) installed on your store.

Failure to keep your platform subscription or hosting service active may result in the loss of your store data and URL. Similarly, failure to maintain subscriptions for specific third-party apps may result in the immediate loss of the features or automations those apps provide. These outcomes are independent of your standing with DijiPilot, and we are not liable for functionality lost due to non-payment of third-party vendors.

• Legal and Tax Compliance: Ensuring your store's operations, policies, and products comply with all local and international laws. This includes the sole responsibility for configuring, collecting, and remitting all applicable sales taxes, VAT, or other taxes for all products you sell.
• Third-Party Fees: Paying all ongoing fees and subscriptions directly to third-party providers, including but not limited to your e-commerce platform (e.g., Shopify), apps, domain, and ad spend.
• Store-Level Customer Service: Managing all communications with your store's shoppers, including responding to customer inquiries, processing returns, and handling shipping or product disputes.
• Business Operations: Managing your store's finances, marketing, and all other day-to-day business activities.

Our role after Handover reverts to that of a technical support and platform provider as covered by your "Server and Support Fee." We are not your legal advisor, tax accountant, or business manager.

4. Account Security and Credentials

In instances where DijiPilot creates accounts on your behalf (such as Google/Gmail, Social Media, or Ad Accounts), we will provide you with the initial login credentials upon Handover. You agree that it is your mandatory obligation to change all passwords and enable Two-Factor Authentication (2FA) immediately upon receipt of these credentials. DijiPilot shall not be liable for any unauthorized access, hacking, or data loss resulting from your failure to secure these accounts after Handover.

15. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

16. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy at https://dijipilot.com/pages/privacy-policy. By using the Site or our Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use.

Please be advised the Site and our Services are hosted in the United Kingdom. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Site, you are transferring your data to the United Kingdom, and you expressly consent to have your data transferred to and processed in the United Kingdom.

Data Controller vs. Data Processor:

• For the DijiPilot Site (dijipilot.com) and our relationship with you as our client, DijiPilot is the Data Controller.
• For the e-commerce store we deliver to you, you are the Data Controller for your customers' data. We act as your Data Processor when we provide technical support or maintenance on that store. You are solely responsible for your store's privacy compliance.
• As your Data Processor, we will process your customer data in accordance with our Data Processing Addendum (DPA), which is available upon request and is hereby incorporated by reference, including any necessary data transfer mechanisms (such as the UK's International Data Transfer Agreement or Addendum to the EU SCCs).

17. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site or are a client of our Services.

Termination by Us: We reserve the right to terminate or suspend your account and access to our Services in accordance with the following conditions.

(a) Termination for Cause: We may, in our sole discretion and without notice or liability, terminate or suspend your account and access to the Services immediately for "Cause". Reasons for "Cause" shall include, but are not limited to: (i) Any material breach of these Terms of Use or the policies incorporated herein; (ii) A violation of the "Prohibited Activities" (Section 8); (iii) Failure to pay your Subscription Fees after a reasonable notice of non-payment; (iv) Any illegal, fraudulent, or abusive activity; or (v) Infringement upon our or a third-party's intellectual property rights.

In the event of a Termination for Cause: (1) you shall forfeit all eligibility for any refund, including for any pre-paid subscription periods; (2) you are prohibited from registering a new account under any name; and (3) all "Effects of Subscription Termination" (as detailed below), including the immediate conversion of your "Licensed Content" license to non-exclusive, shall apply.

(b) Termination for Convenience: We reserve the right, in our sole discretion, to stop providing the recurring "Server and Support" Services to you at any time for any reason not amounting to "Cause" (for example, if we decide to discontinue the service).

In the event of a Termination for Convenience: (1) we will provide you with at least thirty (30) days' written notice; (2) your subscription will remain active, and we will continue to provide the Services until the end of your then-current pre-paid billing period (e.g., the end of the month or year you have paid for); (3) you will not be billed again; and (4) upon the effective termination date (the end of your paid term), all standard "Effects of Subscription Termination" (as detailed below) shall apply.

For the avoidance of doubt, in a Termination for Convenience, your One-Time Setup Fee is non-refundable as the Deliverables were completed and provided, and your perpetual non-exclusive license to the Licensed Content remains intact.

Termination by You (Cancellation):

• One-Time Setup Fee: As stated in our Refund Policy, you may cancel for a full refund within 24 hours of purchase, but only before submitting the Brand Questionnaire. After work begins, the setup fee is non-refundable.
• Monthly/Annual Subscription: You may cancel your subscriptions at any time.
  • Optional Add-Ons: You may cancel optional services (e.g., Website Backups, AI Support) without affecting your exclusivity or base service.
  • Base Subscription: You may cancel your Base Subscription at any time. Your cancellation will take effect at the end of your current pre-paid billing period.
  Subscription fees are not refunded pro-rata.

Effect of Subscription Termination on Licensed Content

In accordance with Section 2, the cancellation or termination of your Base Subscription does not terminate your perpetual license to the Licensed Content.

Upon the effective date of such cancellation or termination of the Base Subscription (i.e., the end of the final pre-paid billing period), the license granted to you in Section 2 shall automatically and irrevocably convert from an "Exclusive License" to a "Perpetual, Non-Exclusive License".

This conversion shall have the following simultaneous and immediate effects:

(a) Rights Retained by You: You shall retain the perpetual, non-exclusive right to continue to use, reproduce, and display all Licensed Content. You may continue to operate your store, use these designs, move your store to a new domain, or transfer the designs to a different e-commerce platform, in perpetuity.

(b) Rights Gained by Us: We (Ninu Limited) shall immediately and perpetually gain the unrestricted, non-exclusive right to use, modify, copy, re-license, sell, distribute, and otherwise exploit the Licensed Content as originally delivered by us (excluding any modifications or derivative works created by you after delivery) for any purpose, commercial or otherwise, including but not limited to, for other clients, in marketing materials, or on other commercial properties.

(c) Trademark Removal: We agree to use reasonable efforts to remove any of your Customer IP (specifically, your unique logo or trademark, as defined in Section 2) from such Licensed Content prior to any re-use by us. You acknowledge that the underlying designs, graphics, and creative assets, divested of your Customer IP, are our property to use freely in a non-exclusive manner.

Consequences of Deletion: If you request your data be deleted (per our Privacy Policy), please be aware that we will delete all personal identifying information we are not legally required to keep. This means we will no longer have any record of your project, settings, or past conversations, and we will be permanently unable to provide you with technical support for the store we built. This deletion request does not extend to non-personal, operational data (such as the store's code or product design files) that are required for us to govern the service or that fall under our "Licensed Content" ownership.

(d) Cessation of Server-Side Services: You acknowledge that certain automations, workflows, and features that rely on DijiPilot's servers or proprietary APIs are dependent on an active Base Subscription and may cease to operate once your Base Subscription ends, even though your license to the underlying Store Instance and code remains valid.

18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of our Services (including package features) at any time. We will provide commercially reasonable notice for any material modifications or discontinuance of a Service, except in urgent situations such as for security, legal, or regulatory compliance. (Note: Price changes to your subscription are governed by the 60-day notice period in Section 6).

We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. This also applies to our Third-Party Partners (like Shopify, Printify, etc.), who may have their own outages.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance. Our liability for such interruptions, including those caused by Third-Party Websites, is strictly limited by the terms of our Refund Policy.

19. GOVERNING LAW

These terms shall be governed by and defined following the laws of England and Wales.

20. DISPUTE RESOLUTION

Contact Us First: We are committed to resolving your concerns fairly. Before initiating any formal dispute (including a payment processor dispute or chargeback), you agree to first contact our support team at support@dijipilot.com to allow us an opportunity to resolve the issue. Failure to do so by initiating a dispute without prior contact may be considered a breach of these Terms, and we reserve the right to suspend your account pending an investigation of the dispute.

Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) shall be referred to and finally resolved by binding arbitration under the LCIA Rules (London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one (1).

The seat, or legal place, of arbitration shall be London, United Kingdom.

The language of the proceedings shall be English.

The governing law of the contract shall be the substantive law of England and Wales.

Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration: The Parties agree that the following Disputes are not subject to the above provisions: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

21. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

22. DISCLAIMER

THE SITE AND OUR SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE (INCLUDING THIRD-PARTY PARTNERS LIKE SHOPIFY OR PRINTIFY) AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS.

AI DISCLAIMER: Some assets, designs, and content provided in your Deliverables may be generated using Artificial Intelligence (AI). While we review outputs for quality, you acknowledge that AI-generated content is provided "as-is." Furthermore, strictly regarding the "Licensed Content" (product designs) identified in Section 2: In the event your Base Subscription is canceled and your license converts to Non-Exclusive, you acknowledge and agree that DijiPilot may utilize these designs to train internal AI models or regarding future content generation.

WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PARTICULAR SALES, REVENUE, PROFIT, OR OTHER BUSINESS OUTCOME AS A RESULT OF YOUR USE OF THE SERVICES.

WE ARE NOT A LAW FIRM, ACCOUNTING FIRM, OR FINANCIAL ADVISOR. The legal policy templates we generate for your store (e.g., Privacy Policy, Refund Policy) and the educational content in the DijiPilot Academy are provided for informational purposes only. They are not legal or financial advice. You are solely responsible for ensuring your business operations, store policies, and tax configurations are accurate and compliant with all local and international laws.

If you are using our Services as a consumer (as defined by the Consumer Rights Act 2015), nothing in these Terms of Use shall affect your statutory rights.

23. LIMITATIONS OF LIABILITY

Nothing in these Terms of Use shall limit or exclude our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful for us to exclude or restrict liability.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

If you are using our Services as a consumer, nothing in these Terms of Use shall affect your statutory rights.

24. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions (including any brand assets or logos you provide); (2) your use of the Services or the delivered store; (3) your breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

25. USER DATA

We will maintain certain data that you transmit to the Site and our systems (such as your Brand Questionnaire) for the purpose of performing the Services and managing your account. We perform regular routine backups of data for certain service plans.

However, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

For full details on data retention, security, and your right to request deletion, please review our Privacy Policy. Be aware that requesting data deletion will result in the permanent loss of our ability to provide you with technical support.

26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms (like the Brand Questionnaire) constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

27. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254. (See also: Your Data Rights in our Privacy Policy).

28. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site (including the Privacy, Refund, Delivery, and Cookie Policies) constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control (a "Force Majeure Event"), including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

For the avoidance of doubt, critical outages of core third-party partners (such as our e-commerce or POD platforms) are not considered Force Majeure Events and are governed by the specific terms in our Refund Policy.

If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site or Services. We are an independent contractor providing a service. You agree that these Terms of Use will not be construed against us by virtue of having drafted them.

29. CONTACT US

In order to resolve a complaint regarding the Site or Services, or to receive further information regarding use of the Site, please contact us at:

Ninu Limited
A And L, Suite 1-3 Hop Exchange
24 Southwark Street
London, England, SE1 1TY
UNITED KINGDOM

Email: support@dijipilot.com or info@dijipilot.com