Terms of Use

1. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Services. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity.

Certain features require an account. You agree to provide accurate information, to keep your account credentials confidential, and to notify us promptly of any unauthorized use. You are responsible for all activity under your account. We may refuse, suspend or revoke access to any account at our discretion.

2. The Services

The Services evaluate how artificial intelligence shopping assistants perform on real merchant websites and checkouts, provide tools to run such evaluations, and publish related research. We may modify, suspend or discontinue any part of the Services at any time, with or without notice. Certain features may be identified as beta, preview or experimental and are provided without any commitment of availability or performance.

3. Connected Accounts and Orders

The Services may allow you to connect accounts you hold with third-party merchants, marketplaces or e-commerce platforms (“Connected Accounts”). By connecting an account, you:

• Represent that you own the Connected Account or are authorized to use it and to grant the permissions described in these Terms.
• Authorize Checkout Bench, its service providers and the AI assistants you select to access the Connected Account and to act on your behalf and at your direction to search, build carts and obtain checkout totals.
• Agree that an order will be placed only upon your express approval of the applicable checkout, and that you are solely responsible for any order you approve, including its price, taxes, fees, shipping and delivery.
• Acknowledge that each merchant is solely responsible for its products, fulfillment, returns, refunds and customer service, and that your relationship with a merchant is governed by its own terms.
• Are responsible for complying with the terms of service of each merchant and platform whose account you connect.

You may disconnect a Connected Account at any time. We are not responsible for any act or omission of a merchant or platform, or for any change to a merchant's website, prices, availability or terms.

4. Artificial Intelligence Outputs

The Services use artificial intelligence models, including models provided by third parties. Outputs generated by these models (“Outputs”) may be inaccurate, incomplete or inappropriate, and may not reflect the most current information. You are solely responsible for reviewing Outputs, including any product, quantity, price, address or payment method, before relying on them or approving any action. Outputs do not constitute professional, financial or legal advice.

5. Research and Results

Evaluation results, benchmarks and research made available through the Services describe performance observed on particular runs under particular conditions. Merchants, websites and models change frequently, and results are provided for informational purposes only, without any representation as to their accuracy, completeness or applicability to any future performance.

6. Fees

Certain Services may be offered for a fee. If you purchase paid Services, you agree to pay all applicable fees and taxes as described at the time of purchase or in a separate order form. Except as expressly stated otherwise, fees are non-refundable. We may change our fees upon notice.

7. Acceptable Use

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

• Use the Services in violation of any applicable law or regulation, or of the rights of any third party.
• Access or connect any account, system or data that you are not authorized to access.
• Interfere with, disrupt, overburden or impair the Services or any merchant website, or circumvent any rate limit, usage limit, security measure or access control.
• Reverse engineer, decompile, disassemble or attempt to derive the source code, models or underlying structure of the Services, except to the extent such restriction is prohibited by law.
• Scrape, crawl or extract data from the Services by automated means, except as expressly permitted through our published APIs.
• Use the Services or any Outputs to build or train a competing product or service.
• Resell, sublicense, lease or otherwise make the Services available to any third party without our prior written consent.
• Submit any content that is unlawful, infringing, defamatory, harmful or that contains malicious code.
• Misrepresent your identity or affiliation, or impersonate any person or entity.

8. Your Content

You retain ownership of the content you submit to the Services (“Your Content”). You grant Checkout Bench a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to host, store, reproduce, process, modify, display and otherwise use Your Content as necessary to provide, secure and improve the Services, and to create aggregated or de-identified data, research and benchmarks, which we may use and publish for any lawful purpose. You represent that you have all rights necessary to grant this license and that Your Content does not violate these Terms or any law.

9. Feedback

If you provide suggestions, ideas or other feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without obligation or compensation to you.

10. Intellectual Property

The Services, including all software, models, methodologies, research, text, graphics, logos and other content, other than Your Content and third-party materials, are owned by Checkout Bench or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. All rights not expressly granted are reserved. You may link to and quote our published research with attribution.

11. Third-Party Names, Marks and Services

Merchant, platform, artificial intelligence model and other third-party names, trademarks and logos that appear in the Services are used solely to identify the subject of an evaluation or research and remain the property of their respective owners. Their use does not imply any affiliation with, sponsorship by or endorsement of Checkout Bench. Third-party websites, platforms and services that you access through the Services are governed by their own terms, and we are not responsible for them.

12. Copyright Complaints

If you believe that material available through the Services infringes your copyright, send a notice to sher@checkoutbench.ai that identifies the copyrighted work, the allegedly infringing material and its location, your contact information, a statement of good-faith belief that the use is not authorized, and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner, together with your physical or electronic signature. We may remove material and terminate the accounts of repeat infringers.

13. Disclaimer of Warranties

THE SERVICES, OUTPUTS AND ALL RESEARCH AND RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CHECKOUT BENCH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT, CHECKOUT OR ORDER WILL BE ACCURATE OR COMPLETED.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHECKOUT BENCH OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

You agree to defend, indemnify and hold harmless Checkout Bench and its affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or relating to (a) your use of the Services, (b) Your Content, (c) any Connected Account or order you approve, (d) your violation of these Terms, or (e) your violation of any law or the rights of any third party. We may assume the exclusive defense of any matter subject to indemnification, and you agree to cooperate with our defense.

16. Suspension and Termination

You may stop using the Services at any time. We may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, including if we believe you have violated these Terms or that your use poses a risk to Checkout Bench, our users, merchants or others. Upon termination, your right to use the Services ends immediately. Sections that by their nature should survive termination, including Sections 3 through 5, 8 through 15 and 17 through 19, will survive.

17. Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

Informal resolution. Before filing any claim, you agree to contact us at sher@checkoutbench.ai and attempt to resolve the dispute informally for at least 30 days.

Arbitration. Except as provided below, any dispute, claim or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable rules, before a single arbitrator. The arbitration will be conducted in English, in Wilmington, Delaware, or by video conference, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will have exclusive authority to resolve any dispute regarding the interpretation, applicability or enforceability of this Section.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or to prevent unauthorized use of the Services.

Class action waiver. YOU AND CHECKOUT BENCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, this arbitration agreement will be void as to that claim.

Opt-out. You may opt out of this arbitration agreement by emailing sher@checkoutbench.ai within 30 days after you first accept these Terms, stating your name and your intent to opt out.

Venue. Any claim not subject to arbitration will be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

19. General

These Terms, together with our Privacy Policy and any order form or other agreement that references them, constitute the entire agreement between you and Checkout Bench regarding the Services and supersede all prior agreements on that subject. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them without restriction. We are not liable for any failure or delay caused by events beyond our reasonable control. You agree that we may provide notices and communications to you electronically. Nothing in these Terms creates any agency, partnership or joint venture between you and Checkout Bench.

20. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will update the effective date above and, where appropriate, provide additional notice. Your continued use of the Services after the changes take effect constitutes acceptance of the modified Terms.

21. Contact Us

Questions about these Terms may be directed to DNFT Inc. at sher@checkoutbench.ai or by mail at 251 Little Falls Dr, Wilmington, DE 19808.