Terms & Conditions

Last updated: October 15, 2026

These Terms of Service (the “Terms”) are an agreement between you and Retainly Inc. (“Retainly”, “we”, “us” or “our”). They govern your use of retnly.ai (the “Website”), the Retainly Shopify app, our AI retention agents, and any related software, dashboards and support (together, the “Services”).

By installing the app, creating an account, signing an order form or otherwise using the Services, you agree to these Terms. If you use the Services for a company or other organisation, you confirm that you have authority to bind it, and “you” means that organisation. If you do not agree, do not use the Services.

1. Eligibility

The Services are for businesses, not consumers. You must be at least 18 years old and able to form a binding contract to use them. You may not use the Services if you are barred from doing so under applicable law, including sanctions and export control laws.

2. The Services

Retainly provides AI agents that analyse your store data and plan, create and run retention, loyalty, lifecycle and win-back programmes. This includes customer segmentation, churn prediction, campaign generation and delivery across channels such as email, SMS, push, WhatsApp and web personalisation, along with performance reporting. The features available to you depend on your plan.

We may add, change or remove features over time. If we remove a material feature you pay for, we will give you reasonable notice. Features we label as beta, preview or early access are provided as is, may change or end at any time, and are excluded from any service commitments.

3. Accounts

You are responsible for the accuracy of your account information, for keeping login credentials secure, and for all activity under your account, including activity by the staff you invite. Tell us promptly at asad@retnly.ai if you suspect unauthorised access.

4. Shopify app

If you use Retainly through the Shopify App Store, you must also comply with Shopify’s terms of service. Retainly subscriptions are billed directly by us through Stripe, not through Shopify’s billing system (see section 8). You can uninstall the app at any time from your Shopify admin. Shopify is a third party; we are not responsible for its platform, availability or policies.

5. AI agents and automated actions

Retainly’s agents can recommend actions and, if you enable it, take them automatically. Examples include sending messages, applying segments, issuing discount codes or adjusting campaign timing. You decide how much autonomy agents have, including whether campaigns need your approval and which channels, offers, budgets and audiences they may use.

• You are responsible for the settings you choose and for campaigns sent with your approval or under the autonomy you enable.
• AI-generated content and predictions can be inaccurate, incomplete or unsuitable. Review agent outputs, especially offers, pricing, claims about products and regulated content, before relying on them.
• You can pause agents, change their permissions or revoke access at any time.

6. Your data and your customers

“Customer Data” means the data you or your store provide to the Services, including information about your shoppers. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Services and as described in our Privacy Policy.

We may create aggregated or de-identified data from use of the Services that does not identify you or any individual, and use it to operate, analyse and improve the Services.

You are responsible for:

• having a lawful basis to share Customer Data with us and providing your shoppers with an accurate privacy notice;
• obtaining and recording any consent required to contact shoppers, and honouring opt-outs. This includes complying with laws such as the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), GDPR and ePrivacy rules, Canada’s Anti-Spam Legislation (CASL), and Australia’s Spam Act 2003, as well as WhatsApp and carrier messaging policies;
• the accuracy of the products, prices, offers and claims in your store and in the campaigns you approve.

Where we process personal information on your behalf, we act as your processor or service provider. On request, we will enter into a data processing agreement on our standard terms.

7. Acceptable use

You agree not to, and not to let anyone else:

• use the Services in violation of any law or anyone else’s rights;
• send spam, or messages to people who have not consented where consent is required;
• send content that is deceptive, defamatory, harassing, hateful, sexually explicit, or that promotes illegal goods or services;
• upload malware, or probe, scan or test the vulnerability of the Services without our written permission;
• copy, modify, reverse engineer, decompile or attempt to extract the source code or models of the Services, except where the law expressly allows it;
• resell, sublicense or provide the Services to third parties except as permitted by your plan;
• interfere with or overload the Services, or get around usage limits or security controls; or
• use the Services to build a competing product.

We may suspend access, with notice where practical, if we reasonably believe your use breaches this section or creates a security, legal or deliverability risk to us or other customers.

8. Fees and payment

• Fees are set out on our pricing page or in your order form. Subscriptions are billed in advance for each billing period and renew automatically until cancelled.
• Payments are processed by our payment processor, Stripe. By adding a payment method, you authorise us to charge it through Stripe for subscription fees, usage-based charges and applicable taxes when they are due. Stripe handles your payment details under its own privacy policy; we do not store full card numbers. Keep your payment details current so your subscription is not interrupted.
• Usage-based charges, such as AI credits, additional managed profiles or seats, and channel delivery costs passed through from messaging providers, are billed as described in your plan.
• Fees do not include taxes. You are responsible for all applicable taxes other than taxes on our income.
• We may change our prices with at least 30 days’ notice. Changes take effect at your next renewal.
• If payment is overdue, we may suspend the Services after giving you notice. Fees are non-refundable except where these Terms or applicable law say otherwise.

9. Free trials and demos

We may offer free trials, pilots or demo environments. They are for evaluation only and may be limited in time or features. Unless you subscribe before the trial ends, we may delete any data in the trial account after it ends.

10. Intellectual property

We and our licensors own the Services, including the software, AI agents, models, designs, documentation and trademarks, and all improvements to them. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes during your subscription. Campaign content the Services generate for you is yours to use, subject to any third-party rights in material you supply.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

11. Third-party services

The Services connect with third-party platforms, such as Shopify, Stripe, and email, SMS, WhatsApp and push providers. Your use of those platforms is governed by their own terms. We are not responsible for their availability, accuracy or acts, or for any fees they charge you.

12. Confidentiality

Each party will protect the other’s non-public business, technical and financial information with reasonable care. It will use that information only to perform under these Terms and will not disclose it except to employees, contractors and advisers who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law.

13. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not guarantee that the Services will be uninterrupted or error-free, or that they will achieve any particular revenue, retention, engagement or other business result. Figures shown on the Website are example or based on past customer results and are not a promise of future performance.

14. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of their possibility. Our total liability arising out of or relating to these Terms or the Services will not exceed the fees you paid us for the Services in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law. If the Australian Consumer Law or a similar law gives you guarantees that cannot be excluded, our liability for breach of those guarantees is limited, where the law allows, to resupplying the Services or paying the cost of having them resupplied.

15. Indemnity

You will defend and indemnify Retainly and its officers, employees and agents against third-party claims, and the resulting losses and costs, arising from your Customer Data, the campaigns you send or authorise, your breach of these Terms, or your violation of any law, including messaging and privacy laws.

16. Term and termination

These Terms apply from when you first use the Services until your subscription ends. You may cancel your subscription at any time by contacting us at asad@retnly.ai, and cancellation takes effect at the end of your current billing period. Uninstalling the Shopify app ends our access to your store. We may end or suspend your access if you materially breach these Terms and do not fix the breach within 15 days of notice, or immediately where required by law or to prevent harm.

When your subscription ends, your right to use the Services stops. We will delete or de-identify Customer Data as described in our Privacy Policy, unless the law requires us to keep it. Sections that by their nature should survive termination, including sections 6, 10 and 12 to 19, will survive.

17. Changes to these Terms

We may update these Terms from time to time. We will post the new version on this page and change the “Last updated” date. For material changes, we will give you at least 30 days’ notice by email or in the app. If you continue to use the Services after a change takes effect, you accept the updated Terms.

18. Governing law and disputes

These Terms are governed by the laws of the State of New York, USA, without regard to its conflict-of-laws rules. The state and federal courts in New York County, New York have exclusive jurisdiction over any dispute, and each party consents to their jurisdiction. Before starting formal proceedings, each party will try in good faith to resolve the dispute informally for at least 30 days. Nothing in this section limits rights that you have under mandatory consumer or local law.

19. General

• Entire agreement: these Terms, any order form and the documents they reference are the entire agreement between us about the Services. If they conflict, the order form prevails.
• Assignment: you may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
• Severability and waiver: if any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver.
• Notices: we may send notices to the email address on your account. You may send notices to asad@retnly.ai.

20. Contact us

Questions about these Terms? Email asad@retnly.ai or get in touch with our team. Retainly Inc., New York · Sydney.