Terms of Service

Last updated: September 6, 2026

These Terms of Service ("Terms") govern Your use of the Ustyle platform and constitute a legally binding agreement between You and Ustyle SRL. Please read these Terms carefully before using our Service. By creating an Account, installing the Ustyle app or plugin, or otherwise accessing or using the Service, You agree to be bound by these Terms. If You do not agree with any part of these Terms, You may not use the Service.

The Service is offered exclusively to businesses and professionals. Consumers may not use the Service.

1. Interpretation and Definitions

1.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2 Definitions

For the purposes of these Terms of Service:

  • Account means a unique account created for You to access our Service or parts of our Service.
  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.
  • AI-Generated Content means any output produced algorithmically by the Service using the AI Providers, including outfit recommendations, "complete the look" combinations, product descriptions, category mappings, styling suggestions, and Generated Imagery.
  • AI Providers means the third-party artificial intelligence and machine learning services (including large language models, image generation models, and hosted inference platforms) that the Company integrates into the Service from time to time. The AI Providers in use are identified in the Sub-processor List. The Company may select, replace, combine, or add AI Providers at its discretion, and may use its own models, subject only to the notification and objection process in Section 12.3 where an AI Provider processes Your Content.
  • Company (referred to as either "the Company", "We", "Us" or "Our" in these Terms) refers to Ustyle SRL, c/o I3P, Incubatore del Politecnico di Torino, Corso Castelfidardo 30/A, 10129 Torino TO, Italy. VAT Number: IT13348390017.
  • Confidential Information means any non-public information disclosed by one party to the other in connection with the Service, including but not limited to business plans, product data, pricing, customer lists, technical specifications, custom widget configurations, and AI model parameter setups.
  • Customer or You means the business entity, online store owner, or authorized representative accessing or using the Service.
  • Data Processing Addendum (DPA) means the agreement governing the processing of End User personal data on Your behalf, available at the Company's Website. The DPA is incorporated into these Terms by reference and forms part of the agreement between You and the Company.
  • End User means a visitor or customer of Your online store who interacts with the Ustyle widget, plugin, or any Service-powered feature embedded in Your store.
  • Generated Imagery means images synthesized by the Service, including Virtual Try-On Images and visual outfit combinations. Generated Imagery is a subset of AI-Generated Content.
  • Managed Plan means a custom plan that combines the Service with managed advertising services performed by the Company's team, governed by Section 25.
  • Order Form means a written quotation or order form issued by the Company and accepted by the Customer, setting out the fee and scope of a custom plan.
  • Platform means any supported third-party e-commerce platform through which You integrate the Service, including but not limited to Shopify and WooCommerce.
  • Service refers to the Ustyle AI-powered fashion styling platform, including all related APIs, plugins, widgets, dashboards, background processing nodes, and tools provided by the Company.
  • Sub-processor means any third-party service provider engaged by the Company to process data on behalf of the Customer in connection with the Service. The current list of Sub-processors (the "Sub-processor List") is published on the Company's Website and is referenced by these Terms, the Privacy Policy, and the DPA.
  • Subscription means the paid plan selected by You to access the Service, as described on our pricing page, including any usage limits stated there (such as the number of stores, products, or monthly widget impressions covered by the plan).
  • Virtual Try-On Images means AI-generated images that depict how a clothing item or accessory might appear on a synthetic model or mannequin, pre-generated by the Service using generative AI models. These images are synthetic approximations, not photographs, and do not depict real persons.
  • Website refers to the Ustyle website, accessible from https://ustyle.it.
  • Your Content means the product data, product images, catalog information, and any other content You provide to the Service for processing.

2. Description of Service and Synchronization Schedule

2.1 B2B SaaS Delivery Overview

Ustyle is a business-to-business (B2B) software-as-a-service (SaaS) platform that provides AI-powered fashion styling capabilities for e-commerce stores. The Service includes:

  • AI-generated outfit recommendations and "complete the look" suggestions
  • Virtual try-on image generation using generative AI models
  • Product enrichment and category mapping through AI catalog analysis
  • Embeddable widgets and plugins for Shopify and WooCommerce stores
  • Multi-language support for product recommendations and descriptions
  • Performance tracking dashboards and analytics visualization

The Service is designed exclusively for business use. By subscribing, You acknowledge that You are using the Service in a professional capacity to enhance Your e-commerce operations.

2.2 Nightly Synchronization Cycle

The Customer acknowledges and agrees that the Service does not render or synthesize imagery in real time during an End User's active browsing session. The Service automatically fetches catalog updates, inventory modifications, metadata changes, and new SKUs from the Platform API once per calendar day (the "Nightly Sync"). AI-Generated Content produced during the Nightly Sync is published to the widget automatically, without prior human review by the Company or by You.

2.3 Data Propagation Latency

Any changes, deletions, variants, or additions made by the Customer to their product inventory, images, or SKU data within their e-commerce dashboard may take up to twenty-four (24) hours to fetch, process, generate, and reflect within the live website widget. Except in cases of wilful misconduct or gross negligence, the Company disclaims all liability for any visual mismatches, missing products, outdated recommendations, or pricing discrepancies displayed by the frontend widget resulting from this standard batch-processing propagation lag.

3. AI Transparency Disclosure

In accordance with the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), We disclose the following:

  • The Service uses artificial intelligence systems to analyze product catalogs, generate outfit recommendations, produce virtual try-on images, and create product descriptions. The Service employs a combination of the Company's own models and third-party AI Providers for backend product analysis, category mapping, text-based outfit recommendation compilation, virtual try-on image synthesis, and visual combination generation. The AI Providers in use at any time are identified in the Sub-processor List.
  • AI-Generated Content is produced by machine learning models and is not reviewed or approved by a human before it is published to Your store. Section 9 describes Your responsibilities for monitoring it.
  • Generated Imagery is synthetic. The Company does not remove or alter any machine-readable marking (such as a digital watermark) applied by the AI Providers to synthetic images, and Generated Imagery is delivered in a form that allows it to be identified as artificially generated.
  • Virtual Try-On Images depict synthetic models or mannequins only and are not intended to resemble any real, identifiable person.
  • Only Your Content (product images, titles, descriptions, and catalog metadata) is submitted to the AI Providers. No End User personal data is submitted to the AI Providers.

4. Acceptance of Terms

By accessing or using the Service, You agree to be bound by these Terms of Service. You represent that You are at least 18 years of age and have the legal authority to enter into these Terms on behalf of the business entity You represent. If You are accepting these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms.

These Terms, together with our Privacy Policy, the DPA, the Sub-processor List, and any Order Form, constitute the entire agreement between You and the Company regarding the use of the Service. In the event of conflict, an Order Form prevails over these Terms for the plan it covers, and the DPA prevails over these Terms with respect to the processing of personal data.

4.1 Specific Approval of Clauses (Articles 1341 and 1342 of the Italian Civil Code)

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, You declare that You have read and specifically approve the following clauses: 2.3 (Data Propagation Latency), 6.2 (Billing and Renewal), 6.3 (Cancellation and Refunds), 6.6 (Custom and Managed Plans), 8.4 (Post-Termination Wind-Down), 9 (AI-Generated Content Operations), 13 (Platform Integration and Widget Embed Liability), 14 (Third-Party Services Disclaimer), 16.3 (Termination of Repeat Infringers), 17 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnification), 20 (Suspension and Termination), 21 (Changes to these Terms), 24 (Governing Law and Dispute Resolution), and, for Managed Plans, 25.3.4, 25.3.5, 25.3.6, 25.4.3, 25.8, 25.9, and 25.10. Where the Service is purchased through a signup flow, this specific approval is given by ticking the dedicated checkbox presented at signup or installation.

5. Account Registration and Security

To use the Service, You must create an account and provide accurate, complete, and current information. You are responsible for:

  • Maintaining the confidentiality of Your account credentials
  • All activities that occur under Your account, including those of Your staff and contractors
  • Notifying Us immediately of any unauthorized use of Your account
  • Ensuring that Your account information remains accurate and up to date

The Company reserves the right to suspend or terminate accounts that contain inaccurate information, are used in violation of these Terms, or have had no active Subscription and no login for more than twelve (12) consecutive months. The Company will give at least thirty (30) days' notice by email before closing an inactive account.

6. Subscriptions and Payment

6.1 Plans and Pricing

The Service is offered under various flat-fee subscription plans as detailed on our pricing page. Prices are quoted in Euros (EUR) and are exclusive of applicable taxes unless otherwise stated. The Company reserves the right to modify pricing with at least thirty (30) days' prior notice by email. Price changes will not affect Your current active billing cycle, and You may cancel before the new price takes effect.

6.2 Billing and Renewal

Subscriptions are billed on a recurring basis (monthly or annually, depending on Your selected plan). Your Subscription will automatically renew at the end of each billing period for a period of equal length unless You cancel before the renewal date. Subscriptions are billed through the billing system of Your Platform (such as Shopify Billing), and You authorize the Company to charge You through that system for all applicable recurring fees. The Platform's billing terms apply in addition to these Terms and prevail in case of conflict regarding invoicing, charging, and refunds.

6.3 Cancellation and Refunds

You may cancel Your Subscription at any time through Your account dashboard or by uninstalling the app plugin from Your Platform. Upon cancellation, Your access to the Service will continue until the end of Your current paid billing period. No refunds will be issued for partial billing periods, except where required by applicable mandatory law, where expressly provided in these Terms, or where issued by Your Platform under its own refund policies.

6.4 Free Trial

If the Company offers a free trial, You may use the Service at no charge for the specified trial period. At the end of the trial, You must subscribe to a paid plan to continue using the Service widget on Your storefront. The Company reserves the right to limit, restrict, or modify free trial offers at any time.

6.5 Late Payment

If a payment fails or is not received when due, the Company will notify You by email and allow at least fifteen (15) days to remedy the failure before suspending the Service. During suspension the widget may stop displaying AI-Generated Content. Access is restored upon receipt of the outstanding amount.

6.6 Custom and Managed Plans

The Company may offer plans at custom pricing, including Managed Plans. The fee, scope, and start date of a custom plan are agreed in an Order Form. The Company then creates the custom plan in Your Platform admin, and the plan takes effect when You approve it there; approval of the custom plan replaces Your previous plan. Custom plans are billed through the Platform's billing system like any other Subscription, and no payment is collected outside the Platform. Managed Plans are governed by Section 25. Section 8.3(b) does not limit the use of ad creatives produced by the Company under a Managed Plan, which is governed by Section 25.6.

7. Use of the Service

7.1 Permitted Use

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for Your internal business purposes in accordance with these Terms and Your selected Subscription plan. This includes:

  • Integrating the Ustyle plugin or widget into Your e-commerce storefront
  • Displaying the AI-Generated Content on Your product pages and storefront
  • Accessing performance tracking analytics and dashboards provided within the Service portal
  • Using AI-Generated Content in Your own marketing channels (such as Your social media accounts, newsletters, and paid advertising) solely to promote the products sold in Your store, but only to the extent that Your Subscription plan includes marketing use and only for the content that the Ustyle dashboard allows You to download, export, or share for that purpose, as further described in Section 8.3

7.2 Restrictions

You agree not to, and shall not permit any third party to:

  • Resell, sublicense, lease, or redistribute the Service or any AI-Generated Content to third parties as a standalone product, dataset, or repository
  • Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
  • Attempt to reverse-engineer, decompile, scrape, or extract the source code of the Service, its scripts, or its underlying AI models
  • Interfere with or disrupt the integrity, security, or delivery performance of the Service
  • Upload malicious code, viruses, corrupted assets, or harmful content through Your API integration
  • Exceed the usage limits of Your Subscription plan, including through automated or unauthorized queries
  • Misrepresent AI-Generated Content as human-created content, or as photographs of real products or persons, where disclosure is required by applicable law
  • Remove or obscure any machine-readable marking that identifies Generated Imagery as artificially generated
  • Use the Service to process content that is unlawful, infringing, or that depicts real persons without their authorization

8. Proprietary Rights and Licensing of AI-Generated Content

8.1 Ustyle Proprietary Rights

As between the Company and the Customer, the Service, including its software, code, algorithms, backend data generation mechanisms, interface layouts, documentation, and the selection, arrangement, and synthesis embodied in AI-Generated Content, are the property of Ustyle SRL or its licensors. This Section does not transfer to the Company any rights in Your Content, including product photographs that are embedded within or used to produce Generated Imagery.

8.2 Copyright Disclaimer

The Customer acknowledges that, under applicable European Union and Italian copyright legislation, purely AI-generated imagery may lack the human authorial input required for copyright protection. Accordingly, neither Party represents or warrants that Generated Imagery is protected by copyright against copying by third parties. The rights and restrictions set out in this Section 8 are contractual obligations between the Parties.

8.3 Grant of B2B License

Subject to the Customer's compliance with these Terms and the timely payment of all applicable Subscription fees, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, revocable, worldwide license, for the duration of the Subscription, to display and use AI-Generated Content (a) on the Customer's e-commerce storefront through the Ustyle widget or plugin and (b) where the Customer's Subscription plan includes marketing use, in the Customer's own marketing channels, limited to the AI-Generated Content that the Ustyle dashboard makes available for download, export, or sharing under that plan, in each case solely to market and sell the Customer's own product inventory. The marketing features available under each plan are described on the pricing page. Any use of AI-Generated Content obtained by other means (such as scraping, screen capture, or extraction from the widget) is not licensed. If the Customer downgrades to a plan that does not include marketing use, the right to create new marketing materials ends on the effective date of the downgrade.

8.4 Post-Termination Wind-Down

The license in Section 8.3 ends when the Subscription ends for any reason. Within thirty (30) days after the end of the Subscription (the "Wind-Down Period"), the Customer shall remove Generated Imagery from its storefront and cease creating new marketing materials that include it. Marketing materials already published or sent before the end of the Wind-Down Period (such as past newsletters or social media posts) need not be recalled. Product descriptions and category mappings generated by the Service and already applied to the Customer's catalog may be retained after termination.

8.5 Your Content Ownership

You retain full ownership of Your Content. By using the Service, You grant the Company a limited, non-exclusive, royalty-free, worldwide license to store, process, analyze, transform, and submit Your Content to the AI Providers solely for the purpose of providing the Service to You. This license terminates when Your Content is deleted in accordance with Section 12.5. The Company will not use Your Content to train or fine-tune generalized AI models, as further described in Section 10.2.

8.6 Feedback

If You provide the Company with suggestions, enhancement requests, or other feedback regarding the Service, You grant the Company a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into the Service without obligation or compensation to You, provided that the Company does not identify You as the source of the feedback without Your consent.

9. AI-Generated Content Operations

9.1 Nature of AI Outputs

AI-Generated Content is produced algorithmically and automatically via the Company's integrated machine learning engines. It may not always be accurate, complete, fashion-appropriate, or free from technical artifacts or bias. The Company does not guarantee the visual quality or commercial appropriateness of any automated combination.

9.2 Automatic Publication and Your Monitoring Duty

You acknowledge that AI-Generated Content is published to the widget on Your store automatically during the Nightly Sync, without prior review by You or the Company. You are responsible for:

  • Monitoring the AI-Generated Content displayed on Your store after publication and promptly removing, disabling, or requesting the removal of any output You consider inaccurate, inappropriate, or non-compliant. The Company will act on removal requests sent to [email protected] within two (2) business days and will provide tools in the dashboard to disable outputs where available.
  • Ensuring that styling suggestions match Your target market and catalog sizing expectations
  • Complying with all applicable advertising, consumer protection, and e-commerce regulations in Your jurisdiction regarding the use and disclosure of synthetic imagery
  • Ensuring that Your Content does not infringe the intellectual property or other rights of any third party

Except as set out in Sections 18 and 19.2, the Company is not responsible for claims, damages, or consumer returns arising from Your display of AI-Generated Content on Your store.

10. Customer Data Processing and Permitted Analytics Use

10.1 Permitted Use of Checkout Analytics

The Service requires API permissions to ingest End User browsing behavior, widget click streams, and checkout analytics. The Customer acknowledges that Ustyle retrieves and evaluates order history for the preceding sixty (60) days solely to compile performance dashboards and determine revenue attribution metrics demonstrating the conversion efficacy of the Service. Such processing is governed by the DPA.

10.2 Data Minimization and Model Training Limits

Ustyle will not use Your Content, customer checkout identities, or store personal data to train, fine-tune, or improve generalized AI models, whether its own or those of the AI Providers. All End User behavioral tracking data is pseudonymized or aggregated upon ingestion. The Company engages AI Providers only under terms that prohibit the AI Provider from using Your Content, prompts, or outputs to train its models. The Company may use aggregated statistics that do not identify You, Your store, or any End User to improve the Service.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of performing obligations under these Terms. Confidential Information shall not be disclosed to any third party without the disclosing party's prior written consent, except:

  • To employees, contractors, advisors, or Sub-processors who need to know such information and are bound by confidentiality obligations no less restrictive than those in these Terms
  • As required by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice (where legally permitted) to allow protective measures to be sought

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was lawfully known to the receiving party before disclosure, or is independently developed without use of the disclosing party's Confidential Information. Confidentiality obligations survive for three (3) years after termination of these Terms, and indefinitely for trade secrets and personal data.

12. Data Protection and Privacy

12.1 Privacy Policy Incorporation

Our collection and use of personal data is described in our Privacy Policy, which is hosted on our Website.

12.2 Data Processing Roles

When the Service processes personal data of Your End Users (such as browsing behavior, interaction with the widget, or purchase patterns), the Company acts as a data processor on Your behalf. You remain the data controller and are responsible for:

  • Having a lawful basis for collecting and processing End User data
  • Providing adequate privacy notices to Your End Users that disclose the Company as a processor (the Company provides a template paragraph for this purpose in the DPA)
  • Complying with the General Data Protection Regulation (GDPR), the ePrivacy Directive, and all other applicable data protection laws
  • Obtaining any necessary consents for the cookies and tracking technologies deployed through the widget. The widget reads the consent state exposed by Your Platform (such as the Shopify Customer Privacy API) or by a supported consent management tool and does not set non-essential cookies until consent has been given; You remain responsible for deploying a compliant consent banner on Your store.

The DPA is binding upon both parties from Account creation or app installation, whichever occurs first. A copy of the DPA is presented for acceptance during signup and is available at all times on the Website.

12.3 Sub-processors

The Company engages Sub-processors to deliver the Service. The current Sub-processor List, including each Sub-processor's role and processing location, is published on the Website. The Company will notify You by email of any addition or replacement of a Sub-processor at least thirty (30) days in advance, and You may object as set out in the DPA. All Sub-processors are bound by data processing obligations no less protective than those set out in the DPA.

12.4 International Data Transfers

The Company processes End User personal data within the European Economic Area (EEA). Only Your Content (catalog data) is submitted to the AI Providers, which may process it in the EU or in other countries identified in the Sub-processor List. Where any personal data is transferred outside the EEA, such transfers are governed by appropriate safeguards under Chapter V of the GDPR, including the EU-US Data Privacy Framework where the recipient is certified and the Standard Contractual Clauses adopted by the European Commission.

12.5 Data Deletion

Upon termination of Your Subscription, uninstallation of the app, or Your written request, the Company will delete or, at Your choice, return Your Content and the personal data processed on Your behalf within thirty (30) days, except where retention is required by applicable law. Anonymized and aggregated metrics data that cannot identify You, Your store, or Your End Users may be retained indefinitely.

13. Platform Integration and Widget Embed Liability

13.1 Platform Provider Frameworks (Shopify and WooCommerce)

If You integrate the Service with Shopify or WooCommerce, You acknowledge and agree that:

  • The Service operates as a third-party application or plugin within Your chosen Platform. The Company is solely responsible for the Service, not Shopify, WooCommerce, or any other Platform provider.
  • Your Platform provider has no obligation to provide support, maintenance, or warranty for the Service. Any support requests related to the Service should be directed to the Company.
  • Your use of the Platform is governed by the Platform's own terms of service, which You are independently responsible for complying with.

13.2 Widget Embed Limitation

The Ustyle widget or plugin is embedded within Your store and operates alongside Your existing store theme, plugins, and customizations. The Company is not responsible for:

  • Conflicts between the Ustyle widget and other third-party plugins, themes, or custom code on Your store
  • Performance degradation caused by factors outside the widget (such as hosting environment, excessive plugins, or network conditions)
  • Visual inconsistencies resulting from Your store's custom CSS, theme overrides, or layout configurations
  • Any interruption to Your store's checkout, payment processing, or other core functions that is not directly caused by the Ustyle widget code

14. Third-Party Services Disclaimer

The Service integrates with and relies on external third-party infrastructures and the AI Providers. The Company is not responsible for the availability, performance, or policies of third-party services, and shall not be liable for any disruption, data loss, or damages arising from changes to, outages of, or discontinuation of third-party services, except to the extent caused by the Company's wilful misconduct or gross negligence. AI Provider endpoints may update, modify, or deprecate models. The Company will make commercially reasonable efforts to adapt to such changes, but cannot guarantee uninterrupted output continuity during transition periods.

15. Service Availability and Support

15.1 Availability

The Company strives to maintain high availability of the Service but does not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond the Company's control. The Company will use reasonable efforts to schedule maintenance outside peak European shopping hours and to give advance notice of planned downtime exceeding one hour.

15.2 Support

Support is provided according to Your Subscription plan. The Company will use commercially reasonable efforts to respond to support requests within the timeframes specified for Your plan.

16. Intellectual Property Notice-and-Action Policy

16.1 Notice of Infringement

Ustyle SRL respects the intellectual property rights of others and expects its Customers to do the same. If You believe that any imagery or content synchronized, processed, or displayed via the Service on any Customer storefront infringes Your intellectual property rights, You may submit a notice in accordance with Article 16 of the Digital Services Act (Regulation (EU) 2022/2065) to [email protected] containing:

  • (a) An explanation of why You consider the content to be infringing;
  • (b) Identification of the work claimed to have been infringed;
  • (c) The exact location of the allegedly infringing content, including the Customer store URL using the Ustyle widget;
  • (d) Your name and email address, or those of Your authorized agent;
  • (e) A statement that You have a good-faith belief that the information in the notice is accurate and complete.

Notices submitted under the United States Digital Millennium Copyright Act will also be accepted and processed under this Section.

16.2 Takedown Actions

Upon receipt of a valid notice, Ustyle SRL will act without undue delay to remove or disable access to the content in question across its systems, will inform the affected Customer, and will inform the notifying party of the decision taken.

16.3 Termination of Repeat Infringers

If a Customer repeatedly uses the Service to process content that infringes third-party rights, the Company may, after prior warning, suspend or terminate that Customer's Account. Prepaid fees for the unused portion of the Subscription are not refunded in that case, except where required by mandatory law.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

WITHOUT LIMITING THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT:

  • AI-GENERATED CONTENT WILL BE ACCURATE, APPROPRIATE, COMPLETE, FREE FROM BIAS, OR SUITABLE FOR ANY PARTICULAR PURPOSE;
  • VIRTUAL TRY-ON IMAGES WILL ACCURATELY REPRESENT HOW GARMENTS WILL APPEAR IN REALITY, INCLUDING BUT NOT LIMITED TO COLOR, FIT, DRAPE, TEXTURE, OR SIZES;
  • OUTFIT RECOMMENDATIONS WILL BE FASHIONABLY APPROPRIATE, CULTURALLY SENSITIVE, OR COMMERCIALLY SUCCESSFUL FOR YOUR TARGET MARKET;
  • THE SERVICE WILL ACHIEVE ANY SPECIFIC BUSINESS RESULTS, INCLUDING GUARANTEED REVENUE INCREASES, HIGHER CONVERSION RATES, OR REDUCED RETURN RATES.

NOTHING IN THIS SECTION EXCLUDES WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE MANDATORY LAW.

18. Limitation of Liability

18.1 Exclusions and Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 18.2:

  • THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SALES, LOSS OF DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR REPUTATION, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE.
  • THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE DPA, OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIVE HUNDRED EUROS (EUR 500), WHICHEVER IS LOWER.
  • THE COMPANY IS NOT RESPONSIBLE FOR ANY LOST SALES, CUSTOMER COMPLAINTS, PRODUCT RETURNS, CHARGEBACKS, FINES, OR REPUTATIONAL HARM ARISING FROM THE DISPLAY OF AI-GENERATED CONTENT ON YOUR STORE, OR FROM CATALOG INCONSISTENCIES RESULTING FROM THE NIGHTLY SYNC CYCLE.
  • THE COMPANY IS NOT LIABLE FOR ANY PERFORMANCE IMPACT, DOWNTIME, OR ERRORS ON YOUR E-COMMERCE STORE CAUSED BY THE INTERACTION BETWEEN THE WIDGET CODE AND YOUR STORE ENVIRONMENT.

18.2 Mandatory Exceptions

NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY (A) FOR WILFUL MISCONDUCT (DOLO) OR GROSS NEGLIGENCE (COLPA GRAVE), IN ACCORDANCE WITH ARTICLE 1229 OF THE ITALIAN CIVIL CODE; (B) FOR DEATH OR PERSONAL INJURY; (C) FOR FRAUD; (D) TOWARDS DATA SUBJECTS UNDER ARTICLE 82 OF THE GDPR; OR (E) TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW.

19. Indemnification

19.1 By You

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: Your violation of these Terms; Your Content, including any claim that Your Content infringes third-party rights; Your display of AI-Generated Content on Your store in breach of applicable law; any claims by Your End Users related to Your store; Your violation of any applicable laws, regulations, or third-party rights; or Your failure to comply with Your data protection obligations as a data controller.

19.2 By the Company

The Company will defend You against any third-party claim alleging that the Service software, as provided by the Company and used in accordance with these Terms, infringes a third party's intellectual property rights in the European Union, and will pay the damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Your Content, from AI-Generated Content to the extent it reproduces Your Content, from modifications not made by the Company, or from use in breach of these Terms. Where the AI Providers indemnify the Company for claims relating to AI outputs, the Company will pass on the benefit of that indemnity to You to the extent permitted by the AI Providers' terms. The Company's liability under this Section 19.2 is subject to Section 18.

19.3 Procedure

The indemnified party shall promptly notify the indemnifying party of the claim, allow it to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes obligations on the indemnified party may be concluded without its consent, not to be unreasonably withheld.

20. Suspension and Termination

20.1 Termination for Breach

Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within fifteen (15) days after written notice. The Company may suspend or terminate Your access immediately, without a cure period, if Your use of the Service poses a security risk to the Service or to other customers, is unlawful, or infringes third-party rights, or in the case of repeat infringement under Section 16.3.

20.2 Termination for Convenience by the Company

The Company may terminate these Terms or discontinue the Service for convenience with at least thirty (30) days' notice by email. In that case the Company will refund any prepaid fees for the unused portion of Your Subscription.

20.3 Effect of Termination

Upon termination, Your right to use the Service ceases, the Wind-Down Period in Section 8.4 applies to AI-Generated Content, and Your Content and personal data are deleted or returned in accordance with Section 12.5. Sections 8.2, 8.4, 8.5 (as regards deletion), 8.6, 11, 12.5, 17, 18, 19, 20.3, 23, 24, and 26 survive termination.

21. Changes to these Terms

The Company may modify these Terms from time to time. For material changes, the Company will notify You by email to Your registered Account address at least thirty (30) days before the changes take effect, and will update the "Last updated" date above. If You do not agree to the changes, You may cancel Your Subscription before they take effect, in which case the previous Terms apply until the end of Your current billing period. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. Changes required by law or by Platform policies, or that do not reduce Your rights, may take effect immediately upon posting.

22. Publicity

The Company may identify You as a customer by name and logo on its Website and in marketing materials, unless You object by email to [email protected], in which case the Company will remove the reference within ten (10) business days. Any case study or quotation attributed to You requires Your prior written consent.

23. Assignment, Notices, and General Provisions

23.1 Assignment

You may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to You.

23.2 Notices

Notices to the Company shall be sent by email to [email protected] or by post to the address in Section 1.2. Notices to You shall be sent to the email address registered on Your Account and are deemed received on the business day following dispatch.

23.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure results from circumstances beyond the party's reasonable control, including but not limited to natural disasters, pandemics, acts of government, war, terrorism, power outages, internet infrastructure failures, cyberattacks not attributable to the party's negligence, or the systemic failure or discontinuation of third-party cloud platforms or AI Provider endpoints.

23.4 Severability, Waiver, and Entire Agreement

If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect. No failure to exercise a right is a waiver of it. These Terms, together with the Privacy Policy, the DPA, the Sub-processor List, and any Order Form, constitute the entire agreement between You and the Company.

23.5 Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version prevails in case of conflict.

24. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties for at least thirty (30) days. If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of Turin (Torino), Italy, without prejudice to any mandatory jurisdiction rules applicable to You.

25. Managed Plans

This Section 25 applies only when You subscribe to a Managed Plan. It supplements the rest of these Terms and the DPA, which continue to apply. In case of conflict, the Order Form prevails over this Section 25, and this Section 25 prevails over the other Sections of these Terms with respect to the managed advertising services only. In this Section, "Services" means the managed advertising services described in Section 25.2.

25.1 How a Managed Plan Works

25.1.1 The Company offers Managed Plans at custom pricing. The scope, fee, advertising platforms, indicative monthly advertising budget, and start date of each Managed Plan are set out in a written quotation or order form sent by the Company and accepted by the Customer in writing, including by email (the "Order Form").

25.1.2 Once the Order Form is accepted, the Company creates the corresponding custom plan in the Customer's Platform admin (for example, Shopify). The Managed Plan starts when the Customer approves that plan in the Platform admin, or on the start date stated in the Order Form if later. The Managed Plan replaces the Customer's previous Ustyle plan and includes the app features of that plan unless the Order Form states otherwise.

25.1.3 All fees for a Managed Plan are billed exclusively through the Platform's billing system, in accordance with Section 6. The Company does not invoice the Customer directly and does not collect any payment outside the Platform.

25.2 Services Included

25.2.1 Unless the Order Form states otherwise, the managed advertising services (the "Services") comprise:

  • Initial audit of the Customer's existing advertising accounts, tracking setup, and product feed
  • Set-up or restructuring of campaigns on the advertising platforms named in the Order Form (for example Google Ads, including Shopping and Performance Max, and Meta Ads, including Facebook and Instagram)
  • Configuration of conversion tracking (for example the Meta pixel and Conversions API, and Google tags with Consent Mode) in cooperation with the Customer
  • Audience and targeting set-up, bidding strategy, and budget allocation within the budget stated in the Order Form
  • Ongoing optimization of active campaigns, with campaign performance reviewed at least weekly
  • Preparation of ad copy and, where the Order Form includes creative production, ad images and videos, including imagery generated by the Service from the Customer's catalog
  • A monthly performance report and a review call or written summary on request

25.2.2 The Services do not include, unless expressly listed in the Order Form: landing page or storefront design and development, photography or video shoots, influencer or affiliate management, email or SMS marketing, search engine optimization, management of marketplaces, or advertising on platforms not named in the Order Form. Additional work may be quoted separately.

25.2.3 The Company will perform the Services with reasonable skill and care, in line with the advertising platforms' published best practices and advertising policies.

25.3 Customer Responsibilities

25.3.1 Accounts and access. The Customer shall hold, or open in its own name, the advertising accounts, business manager accounts, pixels, tags, product feeds, and merchant center accounts needed for the Services (the "Advertising Accounts"), and shall grant the Company access to them through the platforms' partner or agency access features (for example Meta Business Manager partner access and Google Ads manager account linking). The Customer shall not share personal login credentials with the Company, and the Company shall not request them.

25.3.2 Advertising budget. The Customer pays all advertising costs directly to the advertising platforms from its own Advertising Accounts and payment methods. The Company never collects, advances, or passes through advertising spend. The Customer shall keep a valid payment method on the Advertising Accounts and shall inform the Company promptly of any budget change.

25.3.3 Assets and information. The Customer shall provide, in good time, the product information, brand guidelines, images, prices, promotions, and other materials reasonably requested by the Company, and warrants that it holds the rights needed for their use in advertising.

25.3.4 Approvals. The Customer shall review and approve, or reject, the campaign plan and every new ad creative (image, video, and copy) before it is published. Approval may be given by email or through any approval tool made available by the Company. Ads approved by the Customer are published under the Customer's responsibility. The Company will not publish an ad that the Customer has not approved, except for minor text variations within an approved concept.

25.3.5 Legal compliance. The Customer is responsible for the legality of its products, prices, discounts, claims, and promotions, for compliance with consumer protection, advertising, and sector-specific rules applicable to its business, and for compliance with the advertising platforms' terms and policies as the account holder.

25.3.6 Consent and tracking. The Customer is responsible for deploying on its store a consent banner that covers the tracking technologies used for the Services (including the Meta pixel and Google tags) and that transmits consent signals to those platforms (for example Google Consent Mode v2 for visitors from the European Economic Area). The Company may not be able to measure or optimize conversions where consent signals are missing, and is not responsible for the resulting loss of performance.

25.3.7 Customer data for audiences. Where the Customer asks the Company to create custom or lookalike audiences from customer lists, the Customer warrants that its privacy policy and legal basis permit that use of the data, and provides the lists in the format required by the platform. The Company processes such lists solely as the Customer's processor under Annex 4 of the DPA.

25.4 Fees

25.4.1 The fee for the Managed Plan is stated in the Order Form and is charged through the Platform on the Platform's billing cycle. The fee is a monthly service fee for the Company's work and is separate from, and does not include, advertising spend paid to the platforms.

25.4.2 Where the Order Form states a fee calculated as a percentage of advertising spend, the Company discloses that its fee increases with the Customer's spend; budget recommendations remain subject to the Customer's approval under Section 25.3.4.

25.4.3 The fee for each billing period is earned when the Services for that period have been performed. Fees for a billing period in which Services have been performed are not refundable, except as required by mandatory law or by the Platform's refund policies. Where the Company terminates for convenience under Section 20.2, any prepaid fee for the period after termination is refunded.

25.4.4 The Company may adjust the fee for a Managed Plan by proposing a new Order Form. A fee change takes effect only when the Customer accepts the new Order Form and approves the new plan in the Platform admin.

25.5 Ownership and Access

25.5.1 The Advertising Accounts, the campaigns, the historical performance data, the pixels and tags, and the audiences built within them belong to the Customer. The Company acquires no rights in them and shall not transfer, duplicate, or use them for any other customer.

25.5.2 The Company's tools, methods, templates, naming conventions, scripts, and know-how used to deliver the Services remain the property of the Company.

25.5.3 Within five (5) business days after the end of the Managed Plan, the Company shall remove its access to the Advertising Accounts and the Customer may revoke it at any time. Active campaigns are left in the state they are in at that time unless the Customer instructs the Company in writing to pause them before the end date.

25.6 Ad Creatives and AI-Generated Content

25.6.1 Where the Order Form includes creative production, the Company may produce ad creatives using the Customer's assets and AI-Generated Content produced by the Service ("Creatives"). Section 8.3, which limits marketing use of AI-Generated Content to what the dashboard makes available, does not restrict Creatives produced by the Company under a Managed Plan.

25.6.2 The Company grants the Customer a non-exclusive, perpetual, worldwide, royalty-free license to use the Creatives produced under the Managed Plan, both during and after the Managed Plan, solely to promote the Customer's own products. This license survives the end of the Managed Plan. The Customer may not resell the Creatives or license them to third parties as standalone content.

25.6.3 The Customer grants the Company a non-exclusive license to use its trademarks, product images, and other assets solely to produce and publish the Creatives under the Managed Plan.

25.6.4 Creatives containing AI-generated or AI-altered imagery are produced in accordance with Section 3. Where an advertising platform requires disclosure that an ad contains AI-generated or digitally altered content, the Company will make that disclosure in the platform's ad settings. Virtual try-on imagery depicts synthetic models only and will not be presented as photographs of real people.

25.7 Data Protection

25.7.1 In performing the Services, the Company processes personal data of the Customer's End Users (for example conversion events collected by pixels and tags, and customer lists used to create audiences) on the Customer's behalf and instructions, as its processor. That processing is governed by the DPA and described in Annex 4 of the DPA.

25.7.2 Google, Meta, and any other advertising platform named in the Order Form are engaged by the Customer under the Customer's own agreements with them (such as the Meta Business Tools Terms and the Google Ads Data Processing Terms). They are not sub-processors of the Company, and the Customer is responsible for accepting and complying with their terms.

25.8 No Guarantee of Results

25.8.1 Advertising results depend on factors outside the Company's control, including the Customer's products, prices, stock, website, competition, seasonality, platform algorithms, and the platforms' own policy decisions. The Company does not guarantee any level of return on advertising spend, cost per acquisition, sales, traffic, or other result, and forecasts or targets in the Order Form or reports are estimates only.

25.8.2 The Company is not responsible for the suspension, restriction, or closure of an Advertising Account by a platform, or for the rejection of ads by a platform, unless caused by the Company's breach of the platform's advertising policies in performing the Services. The Company will use reasonable efforts to assist the Customer in appealing such decisions.

25.8.3 The Company is not responsible for advertising spend incurred in accordance with the budget approved by the Customer, including spend during periods of low performance, or for spend resulting from platform errors.

25.9 Term and Termination

25.9.1 The Managed Plan runs month by month from its start date, unless the Order Form states a minimum term.

25.9.2 Either party may end the Managed Plan by giving at least thirty (30) days' written notice by email. At the end of the notice period the Managed Plan is replaced by the Ustyle app plan stated in the Order Form or, if none is stated, by the closest standard plan, unless the Customer also cancels its Subscription under Section 6.3. The Company will create the replacement plan in the Platform admin for the Customer's approval.

25.9.3 Section 20 applies to termination for breach. In addition, the Company may suspend the Services immediately if the Customer's Advertising Accounts lack a valid payment method, if the Customer instructs the Company to publish ads that the Company reasonably considers unlawful or contrary to platform policies and the Customer maintains the instruction, or if the Customer's access grants are revoked.

25.9.4 On termination, Sections 25.5, 25.6.2, 25.7, 25.8, and 25.10 survive.

25.10 Liability

25.10.1 Sections 17 and 18 (Disclaimer of Warranties and Limitation of Liability), including the mandatory exceptions in Section 18.2, apply to the Services. For the purpose of the liability cap in Section 18.1, amounts paid for a Managed Plan count as amounts paid to the Company.

25.10.2 Advertising spend paid by the Customer to the platforms is never recoverable from the Company as damages, except in cases of wilful misconduct or gross negligence.

25.11 Specific Approval

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has read and specifically approves Sections 25.3.4 (Approvals), 25.3.5 (Legal compliance), 25.3.6 (Consent and tracking), 25.4.3 (Non-refundable fees), 25.8 (No Guarantee of Results), 25.9 (Term and Termination), and 25.10 (Liability). This approval is given by accepting the Order Form in writing, including by email reply, or by ticking the dedicated box where the Order Form is accepted electronically.

26. Contact Us

If you have any questions about these Terms of Service, You can contact us:

  • By email: [email protected]
  • By post: Ustyle SRL, c/o I3P, Incubatore del Politecnico di Torino, Corso Castelfidardo 30/A, 10129 Torino TO, Italy

Ustyle SRL · legal pack version 2026-09-06