This User Agreement (“Agreement”) governs your access to and use of Merlinx (the “Platform”) is a subscription-based AI sales and customer engagement service that enables businesses to deploy AI agents across digital channels to respond to enquiries, qualify leads, recommend products or services, and support customer journeys, with features varying by subscription plan.

By accessing or using the Platform, you agree to comply with and be bound by this Agreement. If you do not agree with these terms, you may not access or use the Platform. Please read this Agreement carefully and retain a copy for your records.

1. Definitions

• “Platform” refers to the Merlinx website, mobile applications, and all related services.
• “Users” refers to any individual or entity that registers for an account on the Platform, including business owners, authorized team members, and administrators.
• “Customers” refers to your end-users, leads, or customers who interact with your Merlinx agent(s).
• “Content” refers to all text, images, data, documents, FAQs, product catalogs, policies, or other materials uploaded, integrated, or provided by users on the Platform, as well as conversation inputs and outputs.

2. Platform Overview

• Merlinx is a subscription-based AI sales and customer engagement platform that enables businesses to deploy AI agents across digital channels (such as website chat and messaging/social channels) to:
• Respond instantly to customer enquiries;
• Answer questions using the business’s approved content and knowledge;
• Qualify leads and capture key details;
• Recommend products or services (including upsell and cross-sell suggestions);
• Support bookings, purchases, and other customer journeys; and
• Provide analytics and reporting on conversations and outcomes.
• Depending on your subscription plan, you may access additional capabilities such as advanced analytics, integrations, automation features, team collaboration, and administrative controls.

3. Account Registration

3.1 Eligibility

To use the Platform, you must:

• Be at least 18 years old.
• Have the legal authority to enter into this Agreement.
• Provide accurate, current, and complete registration information during account creation.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account login credentials and are fully responsible for all activities that occur under your account. You agree to:

• Notify Merlinx immediately of any unauthorized use of your account.
• Ensure that you log out from your account at the end of each session.
• Not share your account credentials with third parties.

Merlinx is not liable for any losses or damages resulting from your failure to comply with these security obligations.

3.3 Geographic Restrictions

The Platform is available globally, but some features may be restricted in certain regions. You are responsible for complying with local laws and regulations regarding the use of the Platform.

4. Subscription Plans and Fees

4.1 Free Access

Merlinx may offer limited free access to certain features. Free usage limits, included features, and availability are defined on the Merlinx website or pricing page and may change from time to time at Merlinx’s sole discretion.

Unless otherwise stated on the pricing page, free access is provided without any service level commitment and may be modified, suspended, or discontinued at any time.

4.2 Paid Subscription Plans

To unlock additional features, users may subscribe to one of the paid plans. The details of the available subscription plans, including features, pricing, and terms, are provided on the Platform’s subscription page. Subscription plans and fees may be updated from time to time at Merlinx’s sole discretion. By subscribing, you agree to the pricing and terms outlined at the time of your subscription.

4.3 Payments and Billing

• All subscription fees are payable in advance.
• Payments can be made via credit card or other payment methods provided on the Platform.
• Subscription fees are non-refundable except as required by law or as explicitly provided by Merlinx at its sole discretion.
• For avoidance of doubt, all subscription fees are non-refundable except as required by law. Merlinx reserves the right, at its sole discretion, to update subscription fees with 30 days’ prior notice to users. Users will be notified of any changes through either email or in-platform notifications.

4.4 Cancellation and Refunds

• Users may cancel their subscription at any time via their account settings.
• Refunds will not be provided for partial subscription periods unless legally required.

4.5 Late Payments

If a payment is overdue by more than [Insert Number] days, Merlinx may suspend or terminate your access to the Platform until payment is made in full.

5. User Conduct and Responsibilities

By using the Platform, you agree to:

• Ensure that any information you upload to the Platform is accurate, complete, and does not infringe on any intellectual property rights or violate any laws.
• Not use the Platform for unlawful purposes, such as fraud, misrepresentation, or harm to other users.
• Not interfere with or disrupt the Platform, including uploading harmful files or engaging in activities that impair the functionality of the Platform.
• Comply with all applicable laws and regulations while using the Platform.

5.1 Prohibited Uses

You agree not to:

• Post false, inaccurate, or misleading information.
• Use the Platform to distribute unsolicited messages (spam) or unauthorized advertising.
• Attempt to gain unauthorized access to other users’ accounts or Merlinx systems.
• Engage in any activity that violates the intellectual property rights of Merlinx or third parties.

6. Intellectual Property

6.1 Ownership

All content, trademarks, logos, designs, and software provided on the Platform are the intellectual property of Merlinx or its licensors. Except as expressly provided in this Agreement, you are not granted any rights, title, or interest in the intellectual property of Merlinx.

6.2 License to Use

Merlinx grants you a limited, non-exclusive, non-transferable license to access and use the Platform in accordance with this Agreement. This license is solely for your personal and internal business use.

6.3 User Content

By uploading content to the Platform, you:

• Represent that you have the necessary rights to upload the content.
• Grant Merlinx a non-exclusive, royalty-free, worldwide license to use, copy, modify, distribute, and display the content solely for the purpose of providing the Platform’s services to you.
• Acknowledge that Merlinx may remove or disable access to any content that violates the terms of this Agreement.

7. Data Privacy

7.1 Data Collection

Merlinx collects personal and business information from users as described in our Privacy Policy https://merlinx.ai/privacy-policy. This may include:

• Name, email address, and other contact information.
• Business information related to your business or project.
• Analytical data based on your usage of the Platform.

7.2 Data Usage

Your data will be used to:

• Provide and improve the Platform’s services.
• Generate conversation insights, performance analytics, and recommendations to improve customer engagement.
• Support lead qualification workflows and, where configured, pass qualified leads to your CRM, email, or other systems.
• Communicate with you regarding your account, updates, and offers.

7.3 Data Sharing

Merlinx will not share your personal information with third parties except as required to provide the service (e.g., payment processors), with your consent, or as required by law.

8. AI Outputs, Recommendations, and Automation

8.1 AI Outputs

The Platform may generate responses, recommendations, summaries, or other outputs using AI based on the Content and configuration you provide. AI outputs are provided for informational and operational assistance only.

8.2 No Guarantee

Merlinx does not guarantee any specific business outcome, including sales, conversion rates, lead quality, revenue, or customer satisfaction. You remain solely responsible for your products/services, pricing, promotions, fulfillment, refunds, and compliance with applicable laws and platform rules.

8.3 Review and Controls

You are responsible for configuring the Platform appropriately, including any guardrails, tone, escalation rules, and integration settings. You should review outputs periodically and use available controls to correct or constrain the Platform as needed.

9. Third-Party Links

The Platform may contain links to third-party websites or resources. Merlinx is not responsible for the content, products, or services provided by these external websites. Users are advised to review the terms and policies of third-party websites before engaging with them.

10. Termination

10.1 Termination by User

You may cancel your subscription and terminate your account at any time by following the procedures in your account settings. Upon termination, you will lose access to all features of the Platform, and any data associated with your account may be deleted.

10.2 Termination by Merlinx

Merlinx reserves the right to suspend or terminate your account if you violate any terms of this Agreement, engage in illegal activity, or fail to make timely payments for subscription fees.

11. Limitation of Liability

To the maximum extent permitted by law:

• Merlinx is not liable for any indirect, incidental, or consequential damages arising out of your use or inability to use the Platform.
• Merlinx’s total liability for any claim under this Agreement is limited to the amount paid by you in the preceding 12 months.

For the avoidance of doubt, in no event shall Merlinx’s total liability for all claims related to the services exceed the amount you paid to Merlinx in the twelve (12) months preceding the date of the event giving rise to the liability. This amount is limited to the subscription plan fees you paid for using Merlinx.

12. Indemnification

You agree to indemnify, defend, and hold harmless Merlinx, its affiliates, officers, directors, employees, agents, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorney’s fees) that arise from or relate to:

• Your violation of this Agreement.
• Your use of the Platform.
• Your violation of any rights of another party, including intellectual property or privacy rights.
• Any other actions connected with your use of Merlinx’s services.

13. Modifications to the Agreement

Merlinx reserves the right to modify, amend, or update this Agreement from time to time at its sole discretion. Any material changes will be notified to you via email or by posting an updated version on the Platform. It is your responsibility to review this Agreement periodically to stay informed of any updates.

Your continued use of the Platform after the effective date of any changes to this Agreement constitutes your acceptance of the modified terms.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC). Any disputes arising from or relating to this Agreement will be subject to the exclusive jurisdiction of the DIFC Courts.

14.1 International Users

If you access the Platform from a location outside the UAE, you are responsible for compliance with your local laws. By using the Platform, you consent to the jurisdiction of the DIFC Courts for any dispute arising out of or related to this Agreement.

14.2 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action.

15. Miscellaneous Provisions

15.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Merlinx regarding the use of the Platform and supersedes all prior or contemporaneous agreements, understandings, and communications.

15.2 Severability

If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

15.3 Waiver

Merlinx’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Merlinx in writing.

15.4 Assignment

You may not assign this Agreement, nor transfer or sublicense your rights under this Agreement to any third party without Merlinx’s prior written consent. Merlinx may transfer or assign its rights and obligations under this Agreement to a third party at any time without notice.

16. Contact Information

If you have any questions, concerns, or need further assistance regarding this Agreement or the Platform, please contact us at: legal@dxwand.com