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TERMS OF SERVICE

Effective Date: 21 June 2025

1. INTRODUCTION AND ACCEPTANCE

These Terms of Service ("Terms") constitute a legally binding agreement between Basebright Inc., a Delaware corporation ("Company," "we," "us," or "our"), operating the HeckYes personalization service at HeckYes.ai ("Service"), and you or the entity you represent ("Customer," "you," or "your").

By installing, accessing, or using the HeckYes WooCommerce plugin ("Plugin"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not install or use the Plugin.

IMPORTANT NOTICE: By proceeding with installation, you confirm that you have read and understood Section 2.3 (Shared Responsibility Model) and accept the terms of this Agreement.

2. SERVICE DESCRIPTION

2.1 Overview

HeckYes provides an experimental personalization service for WooCommerce stores consisting of:

  • Data collection via tracking pixel to monitor customer behavior
  • Synchronization of store data (products, customers, orders) via WooCommerce API
  • AI-powered product recommendations using AWS Personalize
  • A/B testing to measure performance improvements
  • Dashboard for performance monitoring

The Service is designed to create personalized shopping experiences by:

  • Helping visitors discover relevant products faster
  • Improving customer satisfaction through tailored product recommendations
  • Potentially increasing sales through better product-customer matching

How It Works:

  • New Visitors: Initially see "cold start" recommendations based on bestsellers and curated products
  • Learning Phase: As visitors interact with products, the system learns their preferences
  • Personalization: With sufficient data (typically 50,000+ interactions store-wide), recommendations become increasingly tailored to individual behavior patterns
  • Customization: Specific product feeds to be personalized are determined through consultation with store representatives

While these are the intended benefits, actual results depend on multiple factors including product catalog, customer base, and market conditions.

2.2 Experimental Nature

IMPORTANT: This Service uses experimental machine learning technology. Results vary based on your unique store, product catalog, and customer base. The Service requires regular monitoring and may be modified or discontinued at any time.

2.3 Shared Responsibility Model

Customer and Company share responsibility for successful implementation:

Company provides: AI-powered recommendations, safety mechanisms, performance dashboards, and ongoing optimization efforts

Customer provides: Regular performance monitoring, timely issue reporting, and appropriate response to any concerns

Customer accepts: Results cannot be guaranteed with experimental AI technology

Customer acknowledges: Sole responsibility for business outcomes and decision to continue using the Service

3. DATA COLLECTION AND PROCESSING

3.1 Data Controller Responsibility

Customer acknowledges that they are the data controller for all personal data collected through their store. Customer is solely responsible for:

  • Obtaining all necessary consents from website visitors
  • Complying with all applicable privacy laws (including CCPA)
  • Maintaining a privacy policy that discloses the use of tracking technologies
  • Ensuring lawful basis for data processing

3.2 Data Processing

Company acts solely as a data processor. We will:

  • Process data only for providing the Service
  • Store data in AWS infrastructure located in the United States
  • Respect browser "Do Not Track" settings
  • Not share data with third parties except AWS for service provision

3.3 Data Retention

  • Active accounts: Data retained during service period
  • Post-termination: Data deleted within 30 days
  • Deletion requests: Processed within 30 days via [support email]

4. FEES AND BILLING

4.1 Success-Based Pricing Model

Fee Structure: 10% of incremental revenue generated through personalization

No Risk: No fees if personalization doesn't increase revenue

No Guarantees: No minimum performance levels promised

4.2 Calculation Methodology

Global A/B Test Structure:

Control Group (10%): Sees NO personalization anywhere - all default experiences

Test Group (90%): Sees ALL personalization features enabled

Measurement: Total revenue per unique user across entire store

Core Formula:

Revenue per User = Total Revenue ÷ Total Unique Users (including non-purchasers)
Incremental Revenue = (Revenue per User in Test - Revenue per User in Control) × Number of Test Users
Monthly Fee = Incremental Revenue × 10%

User Counting:

  • Each unique visitor counted once per month
  • Multiple sessions merged into one user
  • Anonymous sessions linked when user logs in
  • Cross-device sessions merged via email/account

4.3 Billing Example

Complete Store Example:


Your store has personalized homepage, product recommendations, and cart upsells

Control Group (10% of users):
- 1,000 unique users
- 50 conversions (5% conversion rate)
- Total revenue: $5,000
- Revenue per user: $5.00

Test Group (90% of users):
- 10,000 unique users
- 700 conversions (7% conversion rate)
- Total revenue: $70,000
- Revenue per user: $7.00

Calculation:
- Incremental revenue per user: $7.00 - $5.00 = $2.00
- Total incremental revenue: $2.00 × 10,000 = $20,000
- Monthly fee: $20,000 × 10% = $2,000

4.4 New Features and Attribution

Adding New Features:

When we add recommendation widgets that didn't previously exist (e.g., product page widget), control group users simply don't see them while test group does. Same global test applies.

Attribution Reporting:

For transparency, we report which features drive revenue, but billing uses total incremental revenue only:

Total incremental revenue: $20,000 (basis for billing)
Attribution breakdown (reporting only):
- Homepage: 50% ($10,000)
- Product widget: 30% ($6,000)
- Cart: 20% ($4,000)

4.5 Statistical Standards

  • Results must reach 95% statistical significance
  • No fee if difference isn't statistically significant
  • Calculated monthly with standard two-tailed test

Insufficient Data:

  • If statistical significance not reached: no fee that month
  • Parties may mutually agree to wait another month
  • Either party can decline extension and settle at current results
  • Process repeats monthly until significance reached or terminated

4.6 Edge Cases

Zero or Negative Impact:

  • Test performance ≤ Control: $0 fee
  • No penalties for decreased performance

Low Volume Stores:

  • Same calculation applies
  • May take longer to reach statistical significance

4.7 Billing Terms

Frequency: Monthly in arrears

Payment Due: Within 5 days of invoice

Minimum Invoice: $100 (if any fee applies)

No Setup Fees: Pay only for results

4.8 Transparency

  • Real-time dashboard access
  • Detailed metric breakdowns
  • Raw data export available
  • 30-day notice for audit requests

5. TECHNICAL SPECIFICATIONS

5.1 Performance Safeguards

The Plugin implements a 500-millisecond timeout mechanism:

  • If personalized recommendations cannot be delivered within 500ms, default recommendations are shown
  • This ensures minimal impact on store performance
  • Fallback events are logged for analysis
  • This mechanism does not guarantee zero performance impact

5.2 System Requirements

  • Current versions of WordPress and WooCommerce required
  • Customer responsible for maintaining compatible environment

5.3 Performance Impact Acknowledgment

CUSTOMER EXPLICITLY ACKNOWLEDGES AND ACCEPTS:

  • The tracking pixel WILL add load time to pages, however minimal
  • Multiple tracking pixels may compound performance impacts
  • The 500ms timeout may still affect user experience
  • Customer assumes ALL risk for any performance degradation
  • Customer waives ALL claims related to site performance, load times, or technical issues
  • Customer is solely responsible for monitoring site performance

6. DISCLAIMERS AND LIMITATIONS

6.1 NO WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • FITNESS FOR A PARTICULAR PURPOSE
  • MERCHANTABILITY
  • ACCURACY OF RECOMMENDATIONS
  • INCREASE IN SALES OR REVENUE

6.2 NO GUARANTEE OF RESULTS

Company makes no representations or warranties regarding:

  • Quality or effectiveness of recommendations
  • Revenue increases or business improvements
  • Compatibility with all store configurations

6.3 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • Company is not liable for any revenue decrease, lost profits, or business losses
  • Company's total liability shall not exceed fees paid in the preceding 3 months
  • Company is not responsible for indirect, incidental, or consequential damages

6.4 Customer Monitoring Obligation

Customer agrees to:

  • Monitor performance metrics regularly
  • Report any concerns within 14 days of discovery
  • Disable the Plugin immediately if performance is unsatisfactory
  • Waive any claims for issues not reported within 30 days of occurrence
  • Accept that failure to monitor constitutes acceptance of all outcomes

6.5 Good Faith Efforts

While providing no warranties or guarantees, Company will use commercially reasonable efforts to improve the Service and address reported issues, but assumes no obligation to achieve any specific outcome.

6.6 Safety Mechanisms and Customer Control

Customer acknowledges that Company has implemented the following safety measures:

  • Automatic 500ms fallback to prevent service disruption
  • Real-time performance dashboard for monitoring
  • Immediate disable functionality available 24/7
  • Gradual rollout starting at 5% to minimize risk
  • A/B testing to continuously measure impact

Customer agrees that these safety mechanisms, combined with Customer's ability to disable the Service at any time, demonstrate Company's reasonable care and preclude any finding of gross negligence or reckless conduct.

7. A/B TESTING

7.1 Testing Methodology

  • Initial data collection period before personalization begins
  • Gradual rollout starting at approximately 5% of traffic
  • Target ratio: 90% personalized, 10% control (may vary)
  • Monthly performance evaluation

7.2 Customer Consent

Customer cannot opt out of A/B testing as it is essential for measuring Service effectiveness and calculating fees.

8. AWS PERSONALIZE DISCLOSURE

Customer acknowledges that recommendations are generated using Amazon Web Services' Personalize service. Customer agrees to AWS's applicable terms and acceptable use policies for such services.

HeckYes is not affiliated with, endorsed by, or sponsored by Amazon Web Services. AWS Personalize is a trademark of Amazon.com, Inc.

9. TERM AND TERMINATION

9.1 Term

These Terms commence upon Plugin installation and continue until terminated.

9.2 Termination

  • Either party may terminate at any time without notice
  • Customer may disable the Plugin to immediately stop the Service
  • No refunds for partial billing periods

9.3 Effect of Termination

Upon termination:

  • Access to Service ceases immediately
  • Outstanding fees become due
  • Data deletion occurs per Section 3.3

10. INDEMNIFICATION

10.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Company from any claims, damages, losses, or expenses arising from:

  • Customer's use of the Service
  • Violation of these Terms
  • Failure to obtain necessary consents
  • Infringement of third-party rights
  • Any decrease in sales or revenue
  • Any performance issues with Customer's store

10.2 Company Indemnification

Company agrees to indemnify, defend, and hold harmless Customer from any third-party claims that the Service itself infringes any patent, copyright, or trademark, provided that Customer:

  • Promptly notifies Company of such claim
  • Allows Company sole control of the defense
  • Provides reasonable cooperation

This indemnification excludes claims arising from:

  • Customer's modifications to the Service
  • Use of the Service with third-party products
  • Customer's content or data
  • Use contrary to these Terms

10.3 Exclusive Remedy

This Section 10 states the entire liability of each party for infringement claims and is Customer's exclusive remedy for such claims.

11. INSTALLATION ACKNOWLEDGMENT

By installing the Plugin, Customer confirms they have:

  • Read and understood these Terms
  • Accepted the shared responsibility model in Section 2.3
  • Understood that machine learning results vary
  • Agreed to monitor performance regularly
  • Acknowledged responsibility for business decisions

12. GENERAL PROVISIONS

12.1 Entire Agreement

These Terms constitute the entire agreement between the parties.

12.2 Governing Law

These Terms are governed by Delaware law, without regard to conflict of law principles.

12.3 Dispute Resolution

Any disputes shall be resolved through binding arbitration in Delaware.

12.4 Severability

If any provision is found unenforceable, the remaining provisions continue in full effect.

12.5 Assignment

Customer may not assign these Terms without Company's written consent.

12.6 Modifications

Company may modify these Terms with 30 days' notice. Continued use constitutes acceptance.

13. CONTACT INFORMATION

Basebright Inc.

2810 N Church St, Wilmington, Delaware 19802-4447 US

Email: team@heckyes.ai

Website: https://heckyes.ai

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

  • AWS or third-party service outages
  • Internet service disruptions
  • Denial of service attacks
  • Natural disasters
  • Government actions

During such events, affected obligations are suspended. If disruption exceeds 7 days, Customer may terminate without penalty.

BY INSTALLING THE HECKYES PLUGIN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF SERVICE.

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